Velocity Acquisition (VELO) 8-KEntry into a Material Definitive Agreement

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

by and among

VELOCITY ACQUISITION CORP.,

VBLG MERGER SUB, LLC

VBLG BLOCKER MERGER SUB, LLC

BBQ HOLDING, LLC,

BVP BBQ BLOCKER, LP,

AND

BVP BBQ GENERAL PARTNER, LLC, AS SELLER REPRESENTATIVE,

July 20, 2021

TABLE OF CONTENTS

EXHIBITS

SCHEDULES

Company Disclosure Schedules

Velocity Disclosure Schedules

BUSINESS COMBINATION AGREEMENT, dated as of July 20, 2021 (this “Agreement”), by and among Velocity Acquisition Corp., a Delaware corporation (“Velocity”), VBLG Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), VBLG Blocker Merger Sub, LLC, a Delaware limited liability company (“Blocker Merger Sub”, and together with Velocity and Company Merger Sub, the “Velocity Parties”), BBQ Holding, LLC, a Delaware limited liability company (the “Company”), BVP BBQ Blocker, LP, a Delaware limited partnership (“Blocker”) and BVP BBQ General Partner, LLC, a Delaware limited liability company (the “BVP GP”), solely in its capacity as representative of the Blocker Owners and the Company Unitholders (the “Seller Representative” and, together with Velocity, Company Merger Sub, Blocker Merger Sub, the Company and Blocker, the “Parties”).

RECITALS

WHEREAS, (a) Velocity is a blank check company incorporated as a Delaware corporation on September 24, 2020, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one (1) or more businesses and (b) prior to the date hereof, Velocity has formed each of Company Merger Sub and Blocker Merger Sub;

WHEREAS, in order to effect the transactions contemplated hereby, (a) Blocker Merger Sub will merge with and into Blocker, with Blocker as the surviving partnership and wholly-owned subsidiary of Velocity, (b) immediately following the Blocker Merger (as defined below), Blocker will merge with and into Velocity, with Velocity as the surviving company and (c) immediately following the Velocity Merger (as defined below), Company Merger Sub will merge with and into the Company, with the Company as the surviving company, resulting in the Company becoming a subsidiary of Velocity;

WHEREAS, the respective boards of directors, managers, managing member or other governing body, as applicable, of each of Velocity, Company Merger Sub, Blocker Merger Sub, the Company and Blocker have duly approved and declared advisable entry into this Agreement, the Mergers, and the other transactions contemplated by this Agreement, upon the terms and subject to the conditions hereof and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), the Delaware Limited Liability Company Act, as amended (the “DLLCA”) and the Delaware Revised Uniform Partnership Act, as amended (the “DRUPA”), as applicable;

WHEREAS, the respective boards of directors, managers, managing member or other governing body, as applicable, of each of Velocity, Company Merger Sub, Blocker Merger Sub, the Company and Blocker have each unanimously determined that this Agreement, the Mergers and the other transactions contemplated hereby are fair to, advisable to and in the best interest of their respective equityholders and have recommended to their respective equityholders the approval of the Mergers and the other transactions contemplated hereby;

WHEREAS, Velocity, in its capacity as the sole member of each of Company Merger Sub and Blocker Merger Sub, has, by its execution and delivery hereof, approved and adopted this Agreement, the Mergers and the other transactions contemplated hereby in accordance with Section 251 of the DGCL and the DLLCA;

WHEREAS, as a condition to the consummation of the transactions contemplated by this Agreement and in accordance with the terms hereof, Velocity shall provide an opportunity to its shareholders to have their Velocity Common Stock redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement and Velocity’s amended and restated certificate of incorporation and bylaws (as the same may be amended from time to time as permitted hereby, “Velocity Governing Documents”) in conjunction with, inter alia, obtaining approval from the shareholders of Velocity for the transactions contemplated by this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, Velocity Sponsor LLC, a Delaware limited liability company (the “Sponsor”), has entered into a sponsor support agreement with Velocity, the Company and the other individual parties thereto (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor has agreed to (a) vote all of its shares of Velocity Common Stock in favor of the transactions contemplated hereby, (b) waive all anti-dilution provisions applicable to the Velocity Common Stock and (c) subject certain of its Velocity Common Stock and/or Velocity Warrants to certain vesting, escrow and forfeiture provisions as set forth therein in connection with the Closing;

WHEREAS, concurrently with the execution and delivery of this Agreement, each of BVP BBQ Investors, LP (“BVP Investors”) and BVP Management Company II, LLC, being the holders of all the Class A Units, has executed and delivered a written consent (the “Member Consent”), providing that, among other things, it has approved and adopted this Agreement, the Mergers and the other transactions contemplated hereby in accordance with the Company LLC Agreement;

WHEREAS, in connection with and prior to the Closing, at the discretion of the BVP GP, the Company shall be recapitalized with BVP Investors liquidating and distributing the Class A-1 Units to its partners;

WHEREAS, at the Closing, Velocity shall enter into an investor rights agreement with the BVP GP in substantially the form set forth in Exhibit A (the “Investor Rights Agreement”);

WHEREAS, at the Closing, Velocity and certain of its equityholders, including the Company Unitholders and Blocker Owners and the Sponsor intend to enter into an amended and restated registration rights agreement in substantially the form set forth in Exhibit B (the “Amended Registration Rights Agreement”);

WHEREAS, at the Closing, Velocity, certain of the Company Unitholders and Blocker Owners shall enter into an amended and restated limited liability company agreement of the Company substantially in the form attached hereto as Exhibit C (as the same may be amended, restated, or otherwise modified from time to time after the Closing in accordance with its terms and with such changes required by the New Equity Plan, the “Amended LLC Agreement”);

WHEREAS, at the Closing, Velocity, Company Unitholders and Blocker Owners shall enter into a tax receivables agreement substantially in the form attached hereto as Exhibit D (as the same may be amended, restated, or otherwise modified from time to time after the Closing in accordance with its terms, the “Tax Receivables Agreement”);

WHEREAS, in connection with and contingent upon the Closing, the Company shall adopt and enter into an equity incentive plan, in the form attached hereto as Exhibit F (as the same may be amended, restated, or otherwise modified from time to time after the Closing in accordance with its terms, the “New Equity Plan”), with the number of shares of Velocity Common Stock available for awards thereunder to be equal to the New Equity Plan Size;

WHEREAS, in connection with the Closing, Velocity shall, and the Company shall cause the Company Unitholders to enter into an exchange agreement substantially in the form attached hereto as Exhibit G (as the same may be amended, restated, or otherwise modified from time to time after the Closing in accordance with its terms, the “Exchange Agreement”);

WHEREAS, in connection with the Closing, Velocity shall adopt (a) the Second Amended and Restated Certificate of Incorporation of Velocity substantially in the form attached hereto as Exhibit H (the “Amended PubCo Charter”) and (b) the Second Amended and Restated Bylaws substantially in the form attached hereto as Exhibit I (the “Amended PubCo Bylaws”);

WHEREAS, for U.S. federal income tax purposes, it is intended that (a) the Surviving Company will be treated as a continuation of the Company under Section 708(a) of the Code and that the amendment and restatement of the Company LLC Agreement will be treated as nontaxable under Revenue Ruling 84-52, 1984-1 C.B. 157, (b) the Blocker Merger and the Velocity Merger, taken together, constitute an integrated plan described in Rev. Rul. 2001-46, 2001-2 C.B. 321, that qualifies as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, (c) this Agreement constitute and hereby is adopted as a “plan of reorganization” within the meaning of Section 368 of the Code with respect to the reorganization described in clause (b) and (d) any issuance of Earn Out Shares shall be treated, except with respect to any amounts treated as imputed interest under Section 483 of the Code, as to the Blocker Owners, as an adjustment to the Blocker Merger Consideration that results in no recognition of gain or loss pursuant to the reorganization described in clause (b).

NOW, THEREFORE, in consideration of the benefits to be derived from this Agreement and the transactions contemplated by this Agreement, and the representations, warranties, covenants, agreements and conditions set forth herein, the Parties hereby agree as follows:

Article I

PRE-CLOSING TRANSACTIONS

Section 1.1. Pre-Closing Transactions. Immediately prior to the Closing, at the discretion of the BVP GP, BVP Investors shall liquidate and distribute the Class A-1 Units to its partners.

Article II

THE MERGERS

Section 2.1. Mergers. Upon the terms and subject to the conditions set forth in this Agreement:

(a) at the Blocker Effective Time, Blocker Merger Sub shall be merged with and into Blocker, with Blocker as the surviving partnership and wholly-owned subsidiary of Velocity in accordance with the terms of, and subject to the conditions set forth in, this Agreement, the DRUPA and the DLLCA (the “Blocker Merger”). As a result of the Blocker Merger, the separate corporate existence of Blocker Merger Sub shall cease, and Blocker shall continue as the surviving partnership and as a wholly-owned subsidiary of Velocity (sometimes referred to, in such capacity, as the “Surviving Blocker”).

(b) at the Velocity Effective Time and immediately after the Blocker Merger, the Surviving Blocker shall be merged with and into Velocity, with Velocity as the surviving company in accordance with the terms of, and subject to the conditions set forth in, this Agreement, the DGCL and the DRUPA (the “Velocity Merger”). As a result of the Velocity Merger, the separate corporate existence of Surviving Blocker shall cease, and Velocity shall continue as the surviving company (sometimes referred to, in such capacity, as the “Surviving Velocity”).

(c) at the Effective Time, and immediately after the Velocity Merger, Company Merger Sub shall be merged with and into the Company, with the Company as the surviving company in accordance with the terms of, and subject to the conditions set forth in, this Agreement and the DLLCA (the “Company Merger”, together with the Blocker Merger and the Velocity Merger, the “Mergers”). As a result of the Company Merger, the separate corporate existence of Company Merger Sub shall cease, and the Company shall continue as the surviving company (sometimes referred to, in such capacity, as the “Surviving Company”). Notwithstanding anything to the contrary in this Agreement, upon mutual agreement by the Parties, the Company Merger may be substituted by an equity issuance by the Company to Velocity.

Section 2.2. Effective Times.

(a) On the Closing Date, the Parties shall cause the Blocker Merger to be consummated by filing a certificate of merger (the “Blocker Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, Section 15-902 of the DRUPA and Section 18-209 of the DLLCA, as applicable (the date and time of acceptance by the Secretary of State of the State of Delaware of the last of such filings, or, if another date and time is specified in such filings, such specified date and time, being the “Blocker Effective Time”).

(b) On the Closing Date, and immediately after the Blocker Effective Time, the Parties shall cause the Velocity Merger to be consummated by filing a certificate of merger (the “Velocity Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, Section 251 of the DGCL and Section 15-902 of the DRUPA, as applicable (the date and time of acceptance by the Secretary of State of the State of Delaware of the last of such filing, or, if another date and time is specified in such filing, such specified date and time, being the “Velocity Effective Time”).

(c) On the Closing Date, and immediately after the Velocity Effective Time, the Parties shall cause the Company Merger to be consummated by filing a certificate of merger (the “Company Certificate of Merger”, and together with the Blocker Certificate of Merger and the Velocity Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, Section 18-209 of the DLLCA, as applicable (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing, or, if another date and time is specified in such filing, such specified date and time, being the “Effective Time”).

Section 2.3. Effect of the Mergers.

(a) The Blocker Merger shall have the effects set forth in this Agreement, the Blocker Certificate of Merger and the applicable provisions of the DRUPA and the DLLCA. Without limiting the generality of the foregoing and subject thereto, by virtue of the Blocker Merger and without further act or deed, at the Blocker Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of Blocker and Blocker Merger Sub shall vest in the Surviving Blocker, and all debts, liabilities, duties and obligations of Blocker and Blocker Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Blocker.

(b) The Velocity Merger shall have the effects set forth in this Agreement, the Velocity Certificate of Merger and the applicable provisions of the DGCL and the DRUPA. Without limiting the generality of the foregoing and subject thereto, by virtue of the Velocity Merger and without further act or deed, at the Velocity Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of the Surviving Blocker and Velocity shall vest in the Surviving Velocity, and all debts, liabilities, duties and obligations of the Surviving Blocker and Velocity shall become the debts, liabilities, duties and obligations of the Surviving Velocity.

(c) The Company Merger shall have the effects set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing and subject thereto, by virtue of the Company Merger and without further act or deed, at the Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of the Company and Company Merger Sub shall vest in the Surviving Company, and all debts, liabilities, duties and obligations of Company and Company Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Company.

Section 2.4. Governing Documents.

(a) At the Blocker Effective Time, the certificate of limited partnership and partnership agreement of Blocker as in effect immediately prior to the Blocker Effective Time shall, in accordance with the DRUPA and applicable Law, become the certificate of limited partnership and partnership agreement of the Surviving Blocker.

(b) At the Velocity Effective Time, the Velocity Governing Documents in effect immediately prior to the Velocity Effective Time shall be amended and restated to be in the form of the Amended PubCo Charter attached hereto as Exhibit H and the Amended PubCo Bylaws attached hereto as Exhibit I, which, from and after the Velocity Effective Time shall be the Governing Documents of Velocity until duly amended in accordance with its terms and the DGCL.

(c) At the Effective Time, the Company LLC Agreement shall be amended and restated to be in the form of the Amended LLC Agreement attached hereto as Exhibit C, which, from and after the Effective Time shall be the limited liability company agreement of the Surviving Company until duly amended in accordance with its terms and the DLLCA.

Section 2.5. Directors and Officers.

(a) At the Blocker Effective Time, the Surviving Blocker shall be managed in accordance with the Governing Documents of the Surviving Blocker.

(b) Effective as of the Effective Time, the Parties shall take all such action within its power as may be necessary or appropriate such that: (i) the Velocity Board and officers of Velocity shall consist of nine (9) directors; (ii) the initial members of the Velocity Board are the individuals determined in accordance with Section 2.5(b)(i) and Section 2.5(b)(ii); (iii) the initial members of the compensation committee, audit committee and nominating committee of the Velocity Board are the individuals determined in accordance with Section 2.5(b)(iii); and (iv) the officers of Velocity are the individuals determined in accordance with Section 2.5(b)(iv).

(i) Within thirty (30) days of the date hereof, Velocity shall provide to the Company the name of one (1) person who, with the written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), shall be a director on the Velocity Board effective as of the Closing (the “Sponsor Director”) it being understood that the individuals identified on Section 2.5(b)(i) of the Velocity Disclosure Schedules have been consented to by the Company. Velocity may, with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the preliminary Proxy Statement with the SEC by amending such list to include such replacement individual.

(ii) Within thirty (30) days of the date hereof, the Company shall provide to Velocity a list of eight (8) persons who shall be directors on the Velocity Board effective as of the Closing (the “Company Directors”). The Company may, with the prior written consent of Velocity (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the Form S-4 with the SEC by amending such list to include such replacement individual. Notwithstanding the foregoing, at least five (5) of the individuals designated to the Velocity Board pursuant to this Section 2.5(b)(ii) must be Independent Directors and at least one (1) of such individuals (which may, for the avoidance of doubt, include an Independent Director) must also qualify as independent under the audit committee independence requirements set forth in the rules of any stock exchange applicable to Velocity, and in each case if the requirements set forth in this sentence are not met, Velocity shall omit from its proxy materials any such nominee, and such nomination shall be disregarded and no vote on such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by Velocity.

(iii) Velocity and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned, or delayed by either the Company or Velocity) on the directors to be appointed to the audit, compensation and nominating committees of the Velocity Board prior to the filing of the Form S-4 with the SEC, which, in the case of the compensation committee, shall include the Sponsor Director.

(iv) The persons identified on Exhibit J hereto under the caption “Velocity Executive Officers” shall be the officers of Velocity immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name on Exhibit J. Velocity and the Company may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Velocity) to replace any individual set forth on Exhibit J in accordance with this Section 2.5(b)(iv) with any individual prior to the filing of the Form S-4 with the SEC by delivering written notice to such other party designating the replacement individual.

(c) Effective as of the Closing, Velocity (through the Velocity Board) shall appoint the officers of the Surviving Company, to be effective from and after the Closing, each to hold office in accordance with the Amended LLC Agreement. The Surviving Company shall be manager-managed, and in connection with the LLC Agreement Amendment and Restatement, Velocity shall be admitted as a member and the manager of the Company pursuant to the terms of the Amended LLC Agreement.

Section 2.6. Effect on Equity Interests.

(a) Blocker Equity Interests. At the Blocker Effective Time, by virtue of the Blocker Merger and without any action on the part of any Party, the Blocker Equity Interests that are issued and outstanding immediately prior to the Blocker Effective Time (other than Cancelled Equity Interests) shall, at the Blocker Effective Time, be cancelled, shall cease to exist and shall no longer be outstanding and, upon each Blocker Owner’s execution of a Blocker Letter of Transmittal, shall be converted into the right to receive with respect to such Blocker Equity Interests held by such Blocker Owner, the Blocker Merger Consideration. No holder of Blocker Equity Interests, when so converted pursuant to this Section 2.6(a), shall have any further rights with respect thereto.

(b) Blocker Merger Sub Interests. At the Blocker Effective Time, by virtue of the Blocker Merger and without any action on the part of any Party, each limited liability company interest of Blocker Merger Sub that is issued and outstanding immediately prior to the Blocker Effective Time shall cease to be outstanding and shall be converted into one validly issued limited partnership unit of Surviving Blocker, and shall constitute the total amount of issued and outstanding limited partnership interests of Surviving Blocker, as of immediately following the Blocker Effective Time. After the Blocker Merger, Velocity shall own all of the issued and outstanding limited partnership interests of the Surviving Blocker (such limited partnership interests, the “Surviving Blocker Interests”).

(c) The Velocity Merger. At the Velocity Effective Time, by virtue of the Velocity Merger and without any action on the part of any Party, each Surviving Blocker Interest that is issued and outstanding immediately prior to the Velocity Effective Time shall be cancelled, shall cease to exist and shall no longer be outstanding. In connection with the Velocity Merger, Velocity shall, in accordance Section 2.3(b), directly own all of the Company Units held by the Surviving Blocker immediately prior to the Velocity Effective Time.

(d) Company Units. (i) At the Effective Time, by virtue of the Company Merger and without any action on the part of any Party, all the Company Units that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Equity Interests and Class B Units) shall, at the Effective Time, be cancelled, shall cease to exist and shall no longer be outstanding and, upon such Company Unitholder’s execution of a Company Unitholder Letter of Transmittal, shall be converted into the right to receive with respect to such Company Units held by such Company Unitholder, the Company Unitholder Merger Consideration, subject to reduction for the Company Unitholders listed on Section 2.6(d) of the Company Disclosure Schedules in the amounts set forth beside their name, and (ii) at or prior to the Effective Time, the Company and the Management Board, as applicable, shall adopt any resolutions and take all steps necessary so that, with respect to each Class B Unitholder, 25% of the outstanding Class B Units held by such Class B Unitholder as of immediately prior to the Effective Time will be vested in connection with and contingent upon the Closing (“Vested Class B Units”) and the remaining 75% of the outstanding Class B Units held by such Class B Unitholder (“Unvested Class B Units”) will be, as shall be determined by the Management Board, either (A) cancelled and converted into equity awards with respect to Velocity Common Stock subject to, but not granted under, the New Equity Plan in such form and subject to such vesting and other terms and conditions as shall be determined by the Management Board, or (B) converted into other Company Units subject to the same vesting terms as in effect prior to the Closing. No holder of Company Units, when so converted pursuant to this Section 2.6(d), shall have any further rights with respect thereto.

(e) Any equity interests issued hereunder as Blocker Merger Consideration or Company Unitholder Merger Consideration shall bear a restrictive legend that prohibits transfers of such equity interests in a manner that would be inconsistent with the Amended PubCo Charter and Amended LLC Agreement.

(f) Company Merger Sub Interests. At the Effective Time, by virtue of the Company Merger and without any action on the part of any Party, each limited liability company interest of Company Merger Sub that is issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled for no consideration, shall cease to exist and shall no longer be outstanding.

(g) Equity Interests Held in Treasury or Owned. (i) At the Blocker Effective Time, any limited partnership interests or other equity interests of Blocker held in the treasury of such Blocker or owned by such Blocker immediately prior to the Blocker Effective Time shall be cancelled and extinguished without any conversion thereof, and no payment shall be made with respect thereto and (ii) at the Effective Time, any Company Units held in the treasury of the Company or owned by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof, and no payment shall be made with respect thereto (any such limited liability company interests or other equity interests or such Company Units contemplated by clauses (i) and (ii), “Cancelled Equity Interests”).

(h) Company LLC Agreement Amendment and Restatement. In connection with the Company Merger, the Company LLC Agreement shall be amended and restated in substantially the form attached hereto as Exhibit C to, among other things, reflect the Company Merger, including the conversion of Company Units set forth in Section 2.6(d), as set forth in the Amended LLC Agreement (the “LLC Agreement Amendment and Restatement”).

(i) Allocation Schedule. The Company acknowledges and agrees that (i) the Merger Consideration is being allocated among the Company Unitholders as the Blocker Owners pursuant to the schedule in the form set forth on the allocation schedule and delivered by the Company to Velocity at least three (3) Business Days prior to the anticipated Closing Date (the “Allocation Schedule”) and such allocation (i) is and will be in accordance with the Governing Documents of the Company and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Company Unitholder, (B) the number and class of Company Units or Blocker Equity Interests owned by each Company Unitholder and each Blocker Owner (as applicable) and (C) the portion of the Merger Consideration allocated to each Company Unitholder and each Blocker Owner and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Section 2.6(i) of the Company Schedules is the Allocation Schedule as it would have been prepared if the Closing Date were the date hereof (it being understood that such illustrative Allocation Schedule set forth on Section 2.6(i) of the Company Schedules is illustrative only and not binding in any manner on the Parties hereto). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance or any other treatment of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Velocity and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (I) any further obligations to the Company, any Company Unitholder or Blocker Owner or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (II) any liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Velocity and its Affiliates (but excluding, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Merger Consideration, as the case may be, among each Company Unitholder as set forth in such Allocation Schedule.

Section 2.7. Exchange Procedures for Blocker Owners and Company Unitholders.

(a) Payment Procedures. Prior to the Closing, the Company shall mail or otherwise deliver, to (i) each Blocker Owner entitled to receive such Blocker Owner’s Blocker Merger Consideration pursuant to Section 2.6(a), a letter of transmittal in the form attached hereto as Exhibit E (the “Blocker Letter of Transmittal”) and (ii) each Company Unitholder entitled to receive such Company Unitholder’s Company Unitholder Merger Consideration pursuant to Section 2.6(d), a letter of transmittal in the form attached hereto as Exhibit E (the “Company Unitholder Letter of Transmittal”), each containing (x) agreements and acknowledgements regarding (1) the consideration identified on the Allocation Schedule to be received by the Blocker Owners and Company Unitholders (as applicable) and (2) the appointment of the Seller Representative and (y) general releases of Velocity, the Company and its and their Subsidiaries, Affiliates and Representative, subject to the exceptions identified therein. In the event that at least three (3) Business Days prior to the Closing Date, (A) a Blocker Owner or (B) a Company Unitholder does not deliver to the Company a duly executed and completed Blocker Letter of Transmittal or Company Unitholder Letter of Transmittal, as applicable, then such failure shall not alter, limit or delay the Closing; provided, that such Blocker Owner or Company Unitholder, as the case may be, shall not be entitled to receive its Blocker Merger Consideration or Company Unitholder Merger Consideration, as applicable, until such Person delivers a duly executed and completed Blocker Letter of Transmittal or Company Unitholder Letter of Transmittal, as applicable, to the Company. Upon delivery of such duly executed Blocker Letter of Transmittal or Company Unitholder Letter of Transmittal, respectively, of such Blocker Owner or Company Unitholder to the Company, such Blocker Owner or Company Unitholder shall be entitled to receive, subject to the terms and conditions hereof, (x) the Blocker Merger Consideration in respect of its equity interest which shall be referenced in such Blocker Letter of Transmittal or (y) the Company Unitholder Merger Consideration in respect of his, her or its Company Units which shall be referenced in such Company Unitholder Letter of Transmittal. Until surrendered as contemplated by this Section 2.7(a), each Blocker Equity Interest or Company Unit shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Blocker Merger Consideration or Company Unitholder Merger Consideration, respectively, to which such Blocker Owner or Company Unitholder is entitled pursuant to this Article II.

(b) Company Equityholder Materials. Prior to the Closing, the Company shall request in writing that each Company Unitholder deliver, or cause to be delivered, not less than five (5) Business Days prior to the Closing Date, duly executed counterparts to the Amended LLC Agreement and the Tax Receivables Agreement, executed by such Company Unitholder (such materials, collectively, the “Equityholder Materials”). The Company and the Blockers shall use their reasonable best efforts to cause such Equityholder Materials to be timely delivered to Velocity in accordance with the immediately preceding sentence.

Section 2.8. Earn Out.

(a) At the Closing, Velocity shall deposit with the Escrow Agent such number of (i) newly issued shares of PubCo Class A Common Stock and PubCo Class B Common Stock (the “Earn Out Shares”) and (ii) newly issued Class A Units (the “Earn Out Units”, and, together with the Earn Out Shares, the “Earn Out Securities”) in accordance with the Allocation Schedule, to be held by the Escrow Agent in a segregated escrow account (the “Earn Out Escrow Account”) established pursuant to an escrow agreement to be mutually agreed upon by the parties (the “Earn Out Escrow Agreement”), which such Earn Out Securities shall be subject to the release to the Company Unitholders or Blocker Owners, as the case may be, who are entitled to such Earn Out Securities (the “Earn Out Recipients”) and cancellation provisions provided for in this Section 2.8 and the Earn Out Escrow Agreement, in accordance with the Allocation Schedule.

(b) At or prior to the Effective Time, the Company and the Management Board, as applicable, shall adopt any resolutions and take all steps necessary so that (i) each holder of Vested Class B Units shall receive an equity award subject to, but not granted under the New Equity Plan, in such form as shall be determined by the Management Board, with respect to a number of Earn Out Securities set forth on the Allocation Schedule, with such equity award to vest in a manner consistent with Sections 2.8(g) and Section 2.8(h) hereof, subject to the holder’s continuous employment with the Company through each applicable vesting date and such other terms and conditions as shall be determined by the Management Board, and (ii) each holder of Unvested Class B Units shall receive an equity award subject to, but not granted under the New Equity Plan, in such form as shall be determined by the Management Board, with respect to a number of Earn Out Securities set forth on the Allocation Schedule, with such equity award to vest in a manner consistent with Sections 2.8(g) and Section 2.8(h) hereof and the vesting schedule that would apply to such holder’s Unvested Class B Units without regard to Section 2.6(d) hereof and subject to such other terms and conditions as shall be determined by the Management Board.

(c) The Earn Out Shares will appear as issued and outstanding on Velocity’s balance sheet and will be legally outstanding under the DGCL. The Earn Out Units will appear as issued and outstanding on the Company’s balance sheet and will be legally outstanding under the DLLCA. Any dividends, distributions or other income paid on or otherwise accruing to the Earn Out Shares prior to their release by the Escrow Agent shall be paid to Velocity. Any dividends, distributions or other income paid on or otherwise accruing to the Earn Out Units prior to their release by the Escrow Agent shall be paid to the Company. For so long as the Earn Out Securities are held in the Earn Out Escrow Account, the Earn Out Securities shall be entitled to vote. For U.S. federal, state and local income tax purposes, the Parties shall treat: (i) the Earn Out Shares, and all dividends earnings or income, if any, earned with respect to the Earn Out Shares while held by the Escrow Agent, as owned by Velocity until such time as they are released, and (ii) the Earn Out Units, and all dividends earnings or income, if any, earned with respect to the Earn Out Units while held by the Escrow Agent, as owned by the Company until such time as they are released.

(d) Promptly upon the occurrence of any Triggering Event set forth in Section 2.8(g) and Section 2.8(h), as soon as practicable (but in any event within five (5) Business Days), the Sponsor (on behalf of Velocity) will, in consultation with the Seller Representative, deliver to the Escrow Agent a written notice (each, a “Release Notice”) that sets forth in reasonable detail the Triggering Event giving rise to the requested release and the specific release instructions with respect thereto (including the number of Earn Out Securities to be released and the identity of the Earn Out Recipient to whom they should be released). The Sponsor (on behalf of Velocity) and the Seller Representative shall negotiate in good faith to resolve any disputes that may arise between them with respect to the determination of the occurrence of a Triggering Event and the preparation of the applicable Release Notice. In the event the Sponsor (on behalf of Velocity) and the Seller Representative are unable to reach mutual agreement with each other with respect to the preparation of a Release Notice, all unresolved disputed items shall be promptly referred to an independent accountant of national standing as shall be mutually agreed upon in good faith by the Seller Representative and the Sponsor (on behalf of Velocity) for final resolution of the dispute as promptly as practicable. In the event the Sponsor fails to deliver the Release Notice within the five (5) Business Day period described above, a disinterested majority of the Velocity Board shall be entitled to deliver the Release Notice, and any disputes and the resolution process set forth in this Section 2.8(d) shall, in such circumstances, take place between a disinterested majority of the Velocity Board, on the one hand, and the Seller Representative on the other hand.

(e) Velocity and, for the avoidance of doubt, the Earn Out Recipients, shall not, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, any of the Earn Out Securities until the date on which the relevant Triggering Events have been satisfied and such Earn Out Securities have been released to the Earn Out Recipients entitled thereto.

(f) For the avoidance of doubt, no additional shares of capital stock of Velocity or additional units of the Company will be placed in the Earn Out Escrow Account for release or issuance pursuant to this Section 2.8, and upon release of all of the Earn Out Securities in the Earn Out Escrow Account in accordance with this Section 2.8, the Earn Out Escrow Agreement shall terminate pursuant to its terms and the provisions of this Section 2.8 shall no longer have any force or effect. Notwithstanding the foregoing, any Earn Out Securities not eligible to be released from the Earn Out Escrow Account after the expiration of the Earn Out Period shall thereafter be cancelled and no Earn Out Recipient shall have any rights with respect thereto.

(g) Subject to Section 2.8(c), the Earn Out Securities shall be released and delivered as follows:

(i) 2,500,000 of the Earn Out Securities will be released from the Earn Out Escrow Account and distributed to the Earn Out Recipients upon receipt of the applicable Release Notice by the Escrow Agent upon the occurrence of Triggering Event I (the “$12.50 Earn Out Securities”);

(ii) 2,500,000 of the Earn Out Securities will be released from the Earn Out Escrow Account and distributed to the Earn Out Recipients upon receipt of the applicable Release Notice by the Escrow Agent upon the occurrence of Triggering Event II (the “$15 Earn Out Securities”); and

(iii) 2,500,000 of the Earn Out Securities will be released from the Earn Out Escrow Account and distributed to the Earn Out Recipients upon receipt of the applicable Release Notice by the Escrow Agent upon the occurrence of Triggering Event III (the “$17.50 Earn Out Securities”).

For illustrative purposes, if, prior to the expiration of the Earn Out Period:

(iv) the Closing Price of the PubCo Class A Common Stock is greater than or equal to $12.50 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period, all of the $12.50 Earn Out Securities shall be released in accordance with this Section 2.8;

(v) the Closing Price of the PubCo Class A Common Stock is greater than or equal to $15.00 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period, all of the $15 Earn Out Securities shall be released in accordance with this Section 2.8; and

(vi) the Closing Price of the PubCo Class A Common Stock is greater than or equal to $17.50 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period, all of the $17.50 Earn Out Securities shall be released in accordance with this Section 2.8.

(h) In the event that there is a Company Sale after the Closing and prior to the expiration of the Earn Out Period that will result in the holders of PubCo Class A Common Stock receiving a Company Sale Price equal to or in excess of the applicable price per share attributable to any Triggering Event, then immediately prior to the consummation of the Company Sale any such Triggering Event that has not previously occurred shall be and the related release conditions in Section 2.8(g) also shall be deemed to have occurred and the holders of such Earn Out Securities shall be eligible to participate in such Company Sale. For avoidance of doubt, assuming no prior Triggering Events have occurred:

(i) if the Company Sale Price for acquisition of the PubCo Class A Common Stock is greater than or equal to $12.50 per PubCo Class A Common Stock, the $12.50 Earn Out Securities shall be fully released in accordance with Section 2.8(g) (and the $15 Earn Out Securities and $17.50 Earn Out Securities shall be cancelled by Velocity);

(ii) if the Company Sale Price for acquisition of the PubCo Class A Common Stock is greater than or equal to $15.00 per PubCo Class A Common Stock, the $12.50 Earn Out Securities and the $15 Earn Out Securities shall be fully released in accordance with Section 2.8(g) (and the $17.50 Earn Out Securities shall be cancelled by Velocity);

(iii) if the Company Sale Price for acquisition of the PubCo Class A Common Stock is greater than or equal to $17.50 per PubCo Class A Common Stock, the $12.50 Earn Out Securities, the $15 Earn Out Securities and the $17.50 Earn Out Securities shall be fully released in accordance with Section 2.8(g);

provided, that if the Company Sale Price for acquisition of the PubCo Class A Common Stock is less than $12.50 per PubCo Class A Common Stock, then no Earn Out Securities shall be released and all such Earn Out Securities shall be cancelled by Velocity.

(i) From and after the Closing until the expiration of the Earn Out Period, Velocity shall not, and shall not knowingly and intentionally cause any of its Subsidiaries (including the Company Group) to, knowingly and intentionally take any actions in bad faith with the express intent of, and one of the primary purposes of which is to, avoid the occurrence of any Triggering Event.

Section 2.9. Withholding and Wage Payments.

(a) Velocity and the Company shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount otherwise payable under this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any other provision of applicable Laws; provided that, other than with respect to withholding (i) with respect to any payments in the nature of compensation, or (ii) attributable to the failure of any Person to provide the documents described in Section 3.2(c)(iv) or required under any Blocker Letter of Transmittal or Company Unitholder Letter of Transmittal, Velocity will, prior to any deduction or withholding, use reasonable best efforts to (A) notify the Seller Representative of any anticipated withholding, (B) consult with the Seller Representative in good faith to determine whether such deduction and withholding is required under applicable Law and (C) reasonably cooperate with the Seller Representative to minimize the amount of any such applicable withholding. To the extent that such withheld amounts are paid over to or deposited with the applicable Governmental Authority, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction and withholding were made.

(b) Notwithstanding the foregoing, to the extent that any amount payable pursuant to this Agreement is being paid to any employee or similar Person of any member of the Company Group that constitutes “wages” or other relevant compensatory amount, such amount shall be deposited in the payroll account of the applicable member of the Company Group and the amounts due to such employee or similar Person (net of withholding) shall be paid to such Person pursuant to the next practicable scheduled payroll of the applicable member of the Company Group.

Article III

THE CLOSING

Section 3.1. The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 on a date that is no later than three (3) Business Days after all of the conditions precedent set forth in Article VIII have been satisfied or waived (other than those conditions which by their terms are intended to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible under applicable Law and the terms of this Agreement, waiver of those conditions), or such other date as may be mutually agreed upon by the Parties (the “Closing Date”).

Section 3.2. Closing Deliverables.

(a) Not less than three (3) Business Days prior to the Closing Date and in no event more than five (5) Business Days prior to the Closing Date, Velocity shall prepare and deliver to the Company a certificate, duly executed by an executive officer of Velocity, setting forth in reasonable detail Velocity’s good faith calculation (and attaching reasonable supporting details to enable a review of such certificate by the Company) of the Cash Proceeds.

(b) Not less than three (3) Business Days prior to the Closing Date and in no event more than five (5) Business Days prior to the Closing Date, the Company shall deliver to Velocity a written statement setting forth the wire instructions for the payments contemplated by Section 3.2(e), Section 3.2(f) and Section 3.2(g).

(c) At the Closing, the Company shall deliver, or shall cause to be delivered, the following to Velocity:

(i) a counterpart to each Related Document to which it, Blocker, the Seller Representative or Escrow Agent is to be a party, duly executed by a duly authorized representative of such Person;

(ii) a certificate, executed by an authorized officer of the Company and Blocker and dated as of the Closing Date, solely in his or her capacity as such and not in his or her personal capacity, stating that the conditions specified in Section 8.2(a) to Section 8.2(d) to the extent that they relate to the Company or Blocker, respectively, have been satisfied;

(iii) not less than two (2) Business Days prior to the Closing, a certificate signed by an authorized officer of the Company, solely in his or her capacity as such and not in his or her personal capacity, setting forth (A) all Seller Transaction Costs that have not been paid as of immediately prior to the Closing, along with final invoices from the applicable service providers to the Company, Blocker and the Seller Representative, as applicable, and (B) all Seller Transactions Costs that were paid by the Company prior to immediately prior to the Closing (the “Previously Paid Seller Transaction Costs”), along with final invoices from the applicable service providers to the Company, Blocker or the Seller Representative, as applicable; and

(iv) at the Closing, a certificate of Blocker in compliance with Treasury Regulation Sections 1.1445-2(c) and 1.897-2(h), certifying that Blocker is not, and has not been within the applicable period set forth in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(d) At the Closing, Velocity shall pay, issue or deliver or cause to be delivered, as applicable:

(i) to each Blocker Owner, the shares of PubCo Class A Common Stock issuable to such Blocker Owner in respect of the Blocker Equity Interests held by such Blocker Owner pursuant to the Blocker Merger, with such shares to be delivered in book-entry form and not certificated;

(ii) to each Company Unitholder, the shares of PubCo Class B Common Stock issuable to such Company Unitholder in respect of the Company Units held by such Company Unitholder pursuant to the Company Merger, with such shares to be delivered in book-entry form and not certificated;

(iii) to the Escrow Agent, the Earn Out Securities in accordance with Section 2.8,

(iv) at the Closing, to the Company, a counterpart to each Related Document to which it or Sponsor is to be a party, duly executed and delivered by a duly authorized representative of such Person;

(v) not less than two (2) Business Days prior to the Closing, to the Company, a certificate signed by an authorized officer of Velocity, solely in his or her capacity as such and not in his or her personal capacity, setting forth (A) all Velocity Transaction Costs that have not been paid as of immediately prior to the Closing, along with final invoices from the applicable service providers to Velocity or its Affiliates, as applicable, and (B) all Velocity Transactions Costs that were paid by Velocity immediately prior to the Closing (the “Previously Paid Velocity Transaction Costs”), along with final invoices from the applicable service providers to Velocity or its Affiliates, as applicable; and

(vi) at the Closing, to the Company, a certificate, executed by an authorized officer of Velocity and dated as of the Closing Date, solely in his or her capacity as such and not in his or her personal capacity, stating that the conditions specified in Sections Section 8.3(a) to Section 8.3(h) have been satisfied.

(e) At the Closing, Velocity shall pay the Seller Representative Expense Amount to the Seller Representative Expense Account to the account provided to Velocity by the Seller Representative at least three (3) Business Days prior to the Closing Date.

(f) At the Closing, Velocity shall pay on behalf of the Company, Blocker, the Seller Representative and Velocity, as applicable, by wire transfer of immediately available funds, the Transaction Costs to the service providers designated on the certificates delivered under Section 3.2(c)(iii) and Section 3.2(d)(v), in each case, subject to Section 7.5(a).

(g) At the Closing, but immediately prior to the Effective Time, Velocity shall have given irrevocable instructions to make payments from the Trust Account in accordance with Section 7.11(a)(ii).

Article IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company Disclosure Schedules, the Company hereby represents and warrants to Velocity as follows (it being understood that each representation and warranty contained in this Article IV is qualified by the disclosures in the Form S-4 and Proxy Statement):

Section 4.1. Standing; Qualification and Power.

(a) The Company is duly organized, validly existing and in good standing (or has the equivalent status) under the laws of the jurisdiction of its organization, with all power and authority necessary to own, lease or operate the properties and assets owned, leased or operated by it and to carry on the Businesses, as applicable, in each case, in all material respects. Each member of the Company Group is duly organized and validly existing under the laws of the jurisdiction of its organization, with all power and authority necessary to own, lease or operate the properties and assets owned, leased or operated by it and to carry on the Businesses, as applicable, in each case, in all material respects.

(b) Each member of the Company Group is in good standing (or has the equivalent status) under the laws of the jurisdiction of its organization, in all material respects. Each member of the Company Group is duly qualified or licensed to do business in each jurisdiction in which ownership of its property or assets or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not have a Material Adverse Effect. True and complete copies of the certificate of formation, operating agreement, certificate of incorporation and bylaws (or other comparable governing documents), as applicable, of each member of the Company Group, as in effect as of the date of this Agreement, have been heretofore made available to Velocity.

(c) A list of the directors and officers (or the equivalent thereof) of each member of the Company Group is set forth on Section 4.1(c) of the Disclosure Schedules.

Section 4.2. Capitalization of the Company Group.

(a) The Company Units constitute all of the issued and outstanding equity interests of the Company.

(b) All issued and outstanding equity interests of each member of the Company Group have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of any preemptive, rights of first refusal or similar rights, and at the Closing will be free and clear of all Encumbrances, except, in the case of any member of the Company Group other than the Company, for Permitted Encumbrances.

(c) As of the date of this Agreement, there are no outstanding (i) securities convertible into or exchangeable for the capital stock of the Company, (ii) options, warrants, calls or other rights to purchase or subscribe for capital stock of the Company or (iii) other than the Company LLC Agreement and the Amended LLC Agreement, Contracts of any kind to which the Company is subject or bound requiring the issuance after the date of this Agreement of (A) any capital stock of the Company, (B) any convertible or exchangeable security of the type referred to in clause (i) above or (C) any options, warrants, calls or rights of the type referred to in clause (ii) above.

(d) Other than the Company LLC Agreement, the Amended LLC Agreement and the certificate of formation, operating agreement, certificate of incorporation and bylaws (or other comparable governing documents) of the Company Subsidiaries, there are no voting trusts, proxies, stockholder, partnership or other Contracts with an equityholder of any member of the Company Group, investors’ rights Contracts, right of first refusal or co-sale Contract, or registration rights Contracts or other agreements or understandings to which any member of the Company Group is bound with respect to voting of any shares of capital stock or any other equity interest of any member of the Company Group.

(e) Section 4.2(e) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of (i) the holders of Company Units and the number and class of Company Units held by each such holder and (ii) the Company Subsidiaries and the issued and outstanding capital stock or other equity interests, as the case may be, of the Company Subsidiaries and the record owners thereof and number or percentage of equity interests of each class owned by each such record owner.

(f) Except for the Company’s direct and indirect interests in the Company Subsidiaries, no member of the Company Group owns, directly or indirectly, any interest or investment in the form of equity in, and no member of the Company Group is subject to any obligation or requirement to provide for or make any investment in, any Person.

Section 4.3. Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each of the Related Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. Subject to the receipt of the Member Consent, the execution and delivery by the Company of this Agreement has been and, in the case of the Related Documents to which it is or will be a party, will be when delivered, and the consummation of the transactions contemplated hereby has been and the consummation of the transactions contemplated by the Related Documents to which it is or will be a party will be when delivered, duly authorized by all requisite action of the Company and its equityholders, and no other proceeding on the part of the Company is necessary to authorize the entry into this Agreement or the Related Documents to which the Company is or will be a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been, and upon its execution and delivery, each of the Related Documents to which the Company is or will be a party will be, duly and validly executed and delivered by the Company and, assuming this Agreement and the Related Documents have been duly authorized, executed and delivered by the other Parties or parties thereto, as applicable, this Agreement constitutes, and upon its execution and delivery each of the Related Documents to which the Company is or will be a party will constitute, a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity) (collectively, the “Enforceability Exceptions”).

Section 4.4. No Conflict; Consents.

(a) The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, do not and will not, as applicable, (i) violate or conflict with any provision of the certificate of formation or operating agreement, certificate of incorporation or bylaws (or other comparable governing documents), as applicable, of any member of the Company Group, (ii) result in a material violation or breach of, or constitute (with or without the giving of notice, the lapse of time or both) a material default (or give rise to any right of termination, amendment, acceleration, suspension, revocation or cancellation of obligations or any penalty or modification of any obligation) under, any Material Contract to which any member of the Company Group is a party or by which any of its properties or assets are bound, (iii) assuming that all Approvals have been obtained and all filings, registrations and notifications have been made, each as contemplated by Section 4.4(b), Section 5.5(b), and/or Section 6.4(b), materially violate or materially conflict with any Law applicable to any member of the Company Group or by which any of its properties or assets are bound, or (iv) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon the material properties or material assets of any member of the Company Group, other than, in the case of clauses (ii) through (iv) above, any such violations, breaches, defaults or rights of termination or cancellation of obligations which would not, individually or in the aggregate, have a Material Adverse Effect.

(b) The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, will not require any material waiver, material authorization or other material Permit of, or filing or registration with or notification to, any Governmental Authority, other than (i) compliance with all applicable Antitrust Laws, (ii) any consents, waivers, approvals, authorizations, designations, declarations, filings or notifications, the absence of which would not have a Material Adverse Effect.

Section 4.5. Financial Statements; Accounts Receivable.

(a) Section 4.5(a) of the Company Disclosure Schedules contains true and complete copies of the audited consolidated or combined, as applicable, balance sheet of the Company (or its accounting predecessor) as of the years ended 2018, 2019 and 2020, and the related consolidated or combined, as applicable, audited statements of income, changes in members’ equity and cash flows for (A) the years ended 2018 and 2019 and (B) the stub periods from January 1, 2020 to August 28, 2020 and August 29, 2020 to December 31, 2020 (collectively, the “Financial Statements”). Except as otherwise indicated in the Financial Statements (including the notes thereto), the Financial Statements have been based upon the books and records of the Company Group, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied during the periods involved and present fairly, in all material respects, the consolidated or combined, as applicable, balance sheet of the Company (or its accounting predecessor) as of the years ended 2018, 2019 and 2020, and the consolidated results of their operations and cash flows for the applicable year or period then ended (subject, in the case of unaudited statements, to normal year-end adjustments and the absence of certain footnotes).

(b) Section 4.5(b) of the Company Disclosure Schedules describes all of the Indebtedness of the Company Group in respect of borrowed money, including the identity of any obligor and/or guarantor, the aggregate principal and interest owed in respect thereof and the maturity of each such instrument, as of the applicable date indicated in Section 4.5(b) of the Company Disclosure Schedules.

(c) The accounts receivable reflected on the Financial Statements have arisen from bona fide transactions entered into by the Company Group involving the sale of goods or the rendering of services (or, in the case of non-trade accounts or notes, represent amounts receivable in respect of other bona-fide business transactions) in the ordinary course of business. No third party has asserted in writing a contest, claim, defense or right of setoff, and to the Knowledge of the Company, no such assertion has been threatened, other than returns in the ordinary course of business. Any reserve for bad debts shown on the Financial Statements has been determined in accordance with GAAP. To the Knowledge of the Company, no Person has any Encumbrance on such accounts receivable or any part thereof, and no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable.

Section 4.6. Absence of Certain Changes. Since December 31, 2020, (a) the Business has been conducted in accordance with the ordinary course of business consistent with past practices in all material respects, (b) each member of the Company Group has not taken or omitted to take any action that, if taken following the date hereof and prior to the Closing Date, would require the consent of Velocity pursuant to Section 7.1(b) (in each case, subject to the exceptions contained therein), and (c) there have not been any changes, developments or events that has or have had a Material Adverse Effect.

Section 4.7. Compliance with Law; Permits.

(a) Each member of the Company Group is, and since the Lookback Date, has been, in compliance with all Laws applicable to such member of the Company Group, except for such non-compliance that, individually or in the aggregate, has not had and would not reasonably be expected to have, a Material Adverse Effect. Since the Lookback Date, no member of the Company Group has received written notice from any Governmental Authority alleging any material violation or violations under any applicable Law. Notwithstanding anything herein to the contrary, this Section 4.7 shall not apply to infringement or other violation of Intellectual Property, or matters concerning Personal Information, which are addressed solely in Section 4.11 hereof.

(b) The Company Group has all material Permits required under applicable Laws for the operation of the Business and is in material compliance with the terms of such Permits.

(c) Each member of the Company Group has been, since the Lookback Date, in compliance in all material respects with applicable Laws related to (i) anti-corruption or anti-bribery, including the U.S. Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq., the UK Bribery Act 2010, and any other equivalent or comparable Laws of other countries (collectively, “Anti-Corruption Laws”), (ii) economic sanctions administered, enacted or enforced by any Sanctions Authority (collectively, “Sanctions Laws”), (iii) export controls, including the U.S. Export Administration Regulations, 15 C.F.R. §§ 730, et seq., and any other equivalent or comparable Laws of other countries (collectively, “Export Control Laws”), (iv) anti-money laundering, including the Money Laundering Control Act of 1986, 18 U.S.C. §§ 1956, 1957, and any other equivalent or comparable Laws of other countries; (v) anti-boycott regulations, as administered by the U.S. Department of Commerce; and (vi) importation of goods, including Laws administered by the U.S. Customs and Border Protection, Title 19 of the U.S.C. and C.F.R., and any other equivalent or comparable Laws of other countries (collectively, “International Trade Control Laws”).

(d) None of the members of the Company Group, nor to the Knowledge of the Company, any director, officer, employee or agent of the Company Group (acting on behalf of the Company Group), is or is acting under the direction of, on behalf of or for the benefit of a Person that is, (i) the subject of Sanctions Laws or identified on any sanctions or similar lists administered by a Sanctions Authority, or any Person owned or controlled by any of the foregoing (collectively, “Prohibited Party”); (ii) the target of any Sanctions Laws; (iii) located, organized or resident in a country or territory that is, or whose government is, the target of comprehensive trade sanctions under Sanctions Laws, including, as of the date of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria; or (iv) an officer or employee of any Governmental Authority or public international organization, or officer of a political party or candidate for political office. Since the Lookback Date, none of the members of the Company Group, nor to the Knowledge of the Company, any director, officer, employee or agent of the Company Group (acting on behalf of the Company Group) (A) has participated in any transaction involving a Prohibited Party, or a Person who is the target of any Sanctions Laws, or any country or territory that was during such period or is, or whose government was during such period or is, the target of comprehensive trade sanctions under Sanctions Laws, (B)  to the Knowledge of the Company, has exported (including deemed exportation) or re-exported, directly or indirectly, any commodity or services in violation of any applicable Export Control Laws or (C) has participated in any transaction in violation of or connected with any purpose prohibited by Anti-Corruption Laws or any applicable International Trade Control Laws, including support for international terrorism and nuclear, chemical, or biological weapons proliferation.

(e) None of the members of the Company Group have been the subject of, any investigation, inquiry or enforcement proceedings by any Governmental Authority regarding any offense or alleged offense under Anti-Corruption Laws, Sanctions Laws, Export Control Laws or International Trade Control Laws.

Section 4.8. Litigation. Except with respect to any investigation under the HSR Act or applicable Antitrust Laws relating to the transactions contemplated hereby, there is no Action pending or, to the Knowledge of the Company, threatened in writing against any member of the Company Group that (a) involves a claim in excess of $250,000, or (b) if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no material outstanding Orders or settlement agreements by which any of the members the Company Group or any of its assets or properties are bound.

Section 4.9. No Undisclosed Liabilities. Except as set forth in the Financial Statements (or the notes thereto), no member of the Company Group has any material Indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due), which is not accrued or reserved against in the balance sheet (or the notes thereto) included in each of the Financial Statements, other than (a) liabilities or obligations otherwise specifically disclosed in this Agreement or in such of the Company Disclosure Schedules, (b) liabilities and obligations arising under this Agreement and any Related Document or the performance by the Company of its obligations in accordance with the terms of this Agreement (including Section 7.1(b)) and any Related Document and (c) liabilities or obligations incurred since December 31, 2020, in the ordinary course of such Business (none of which is a liability for any material breach of contract, breach of warranty, tort, infringement or violation of Law).

Section 4.10. Taxes.

(a) Since January 1, 2018, all material Tax Returns required to be filed by or on behalf of any member of the Company Group have been timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns were true, correct and complete in all material respects when filed.

(b) All material amounts of Taxes due and payable by any member of the Company Group have been timely paid.

(c) No member of the Company Group has waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency.

(d) Each of the members of the Company Group has complied in all material respects with all applicable Laws relating to the collection or withholding of material Taxes and have duly and timely withheld and paid over to the appropriate Tax Authorities any and all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

(e) No member of the Company Group (i) has been a member of a combined, consolidated, affiliated or unitary group for Tax filing purposes (other than such a group of which it is presently a member); or (ii) has any liability for material Taxes of any other Person (other than another member of the Company Group) under Treasury Regulations 1.1502-6 (or any corresponding or similar provision of state, local or non-U.S. Law), as a transferee or successor, by contract or otherwise.

(f) No member of the Company Group is a party to any Tax allocation or sharing agreement (other than any commercial agreement entered into in the ordinary course of business that does not primarily relate to Taxes).

(g) Since January 1, 2018, no claim has been made in writing by any Tax Authority in a jurisdiction in which a member of the Company Group does not file Tax Returns or pay Taxes that such member of the Company Group is or may be subject to taxation by that jurisdiction or required to file Tax Returns in that jurisdiction.

(h) No audit, examination, investigation, dispute or other proceeding by any Tax Authority with respect to material Taxes owed by any member of the Company Group is currently pending, and no Tax Authority has given written notice of any intention to commence such an audit, examination, investigation, dispute or other proceeding or assert any deficiency or claim for material additional Taxes against any member of the Company Group, nor has any such deficiency or claim for material additional Taxes been proposed or assessed in writing, which deficiency or claim has not been settled.

(i) No member of the Company Group has engaged in any “listed transaction” as defined in Treasury Regulations Section 1.6011-4(b)(2).

(j) There are no material Encumbrances for Taxes upon any property or assets of any member of the Company Group except for Permitted Encumbrances.

(k) No member of the Company Group has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution qualifying (or purporting to qualify) for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(l) The Company is properly classified as a partnership for U.S. federal income Tax purposes. Each other member of the Company Group is properly classified as either a partnership or disregarded entity for U.S. federal income tax purposes.

Section 4.11. Intellectual Property; Privacy; Cybersecurity.

(a) Section 4.11(a) of the Company Disclosure Schedules sets forth an accurate, true and complete list, as of the date of this Agreement, of (i) all Intellectual Property that is owned by any member of the Company Group that is registered or the subject of a pending application for registration or other document issued by, filed with, or recorded by any Governmental Authority, quasi-governmental authority, or registrar (“Registered Intellectual Property”) including the jurisdiction where each item of such Registered Intellectual Property is registered or filed, the applicable patent or registration number and application number, the record owner, and the legal or beneficial owner; (ii) material unregistered trademarks that are Owned Intellectual Property and material Owned Software; (iii) each Contract material to the Business, pursuant to which any member of the Company Group uses or has the right to use, developed or had developed for it, any material Licensed Intellectual Property (excluding licenses for commercial “shrink wrap,” “click through,” “browse wrap” or other off-the-shelf software, and excluding licenses for Publicly Available Software) (“Material Intellectual Property Licenses”); and (iv) each Contract material to the Business, pursuant to which any member of the Company Group licenses or sublicenses any material rights to Owned Intellectual Property or to Licensed Intellectual Property to third parties. Except as would not be material to the Company Group, all Registered Intellectual Property has been maintained effective by the filing of all necessary filings, maintenance, and renewals, and timely payment of requisite fees and such Owned Intellectual Property is subsisting, valid and enforceable. Except as would not be material to the Company Group, no loss or expiration of any Owned Intellectual Property is pending or, to the Knowledge of the Company, reasonably foreseeable, or threatened, except for Intellectual Property expiring at the end of their statutory terms.

(b) Except as would not be material to the Company Group, one (1) or more members of the Company Group exclusively own or have a valid and enforceable written license or other right to use all Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted (the “Company Intellectual Property”). One (1) or more members of the Company Group (i) exclusively own all right, title and interest in and to the Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances and non-exclusive licenses entered into in the ordinary course of such Business), and (ii) have the valid and enforceable right to use the Licensed Intellectual Property.

(c) The Company Group has used commercially reasonable action to maintain and protect all of the Owned Intellectual Property, including such steps to maintain the confidentiality, integrity, and security of the confidential information of the Company Group and any confidential information owned by any Person to whom the Company Group has a confidentiality obligation. To the Knowledge of the Company, no material confidential information of the Company Group has been disclosed or authorized to be disclosed to any Person, other than in the ordinary course of business pursuant to a written confidentiality agreement. Except as would not reasonably be expected to have a Material Adverse Effect, no Person (including current and former founders, employees, contractors, and consultants of the Company Group) has any right, title, or interest, directly or indirectly, in whole or in part, in any Owned Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, all Persons who have created any Owned Intellectual Property for or on behalf of the Company Group have executed valid and enforceable written assignments of any such Intellectual Property to the Company Group. To the Knowledge of the Company, no Person has materially breached any agreement referenced in this Section 4.11(c).

(d) Except as would not be material to the Company Group, (i)  the operation of the Business, as currently conducted and as previously conducted since the Lookback Date, and the products and services (including the manufacture, importation, use offer for sale, sale and distribution thereof as intended by the Company Group), does not, directly or indirectly, infringe, misappropriate or otherwise violate, and has not since the Lookback Date, directly or indirectly, infringed, misappropriated, otherwise violated the Intellectual Property rights of any third party; (ii) since the Lookback Date, no member of the Company Group has received any written communication from any Person alleging a member of the Company Group directly or indirectly, infringes, misappropriates or otherwise violates the Intellectual Property rights of any such Person in any material respect; and (iii)  to the Knowledge of the Company, no Person is infringing upon, misappropriating or otherwise violating any Owned Intellectual Property.

(e) Except as listed on Section 4.11(e) of the Company Disclosure Schedules, to the Knowledge of the Company, no funding, facilities, or personnel of any Governmental Authority or any university or other educational institution or research organization has been used in connection with the development of any material Owned Intellectual Property and the Company Group and its predecessors have not participated in any standards setting organization that would require any member of the Company Group to license its intellectual property to other Persons in connection with such participation. No Governmental Authority, university or other educational institution, research organization or standards setting organization has any right, title or interest in or to any material Owned Intellectual Property.

(f) No Person other than members of the Company Group and their employees and independent contractors possesses a copy, in any form (print, electronic, or otherwise), of any source code for any Owned Software. . The Company has no obligation to afford any Person access to any such source code.

(g) No Publicly Available Software has been incorporated in, linked to, distributed with, or otherwise used in connection with any Owned Software in any manner that would (i) require, or condition the use or distribution of any Owned Software or any such product or service on the disclosure, licensing, or distribution of any source code for any portion of such Owned Software or (ii) otherwise impose any material limitation, restriction, or condition on the right or ability of the Company to use, allow third parties to use, distribute, or enforce any Owned Intellectual Property in any manner.

(h) The Company IT Assets are sufficient in all material respects for the current needs of the business of the Company Group. The Company Group has disaster recovery, data back-up, and security plans, procedures and facilities and has taken reasonable steps to safeguard the availability, security and integrity of the Company IT Assets and all material data and material information stored thereon, including reasonable steps to safeguard against unauthorized access and infection by Malicious Code. To the Knowledge of the Company, the Company has maintained in the ordinary course of business all required licenses and service contracts, including the purchase of sufficient number of license seats for all Software, with respect to the Company IT Assets. Since the Lookback Date, the Company IT Assets have not suffered any material failure except has been remedied in all material respects.

(i) Except as would not be material to the Company Group, the consummation of the transactions contemplated hereby will not result in the loss or impairment of the Company Group’s right to own or use any Company Intellectual Property. Except as would not be material to the Company Group, immediately subsequent to the Closing, the Company Intellectual Property will be owned or available for use by the Company Group on terms and conditions substantially similar to those under which the Company Group owns or uses the Company Intellectual Property immediately prior to the Closing, without payment of additional fees.

(j) The Company Group has in place commercially reasonable policies (including a privacy policy), rules, and procedures regarding the collection, use, processing, disclosure, disposal, dissemination, storage and protection of Protected Data.

(k) The Company Group is, and since the Lookback Date, has been, in compliance in all material respects with all applicable Privacy and Security Requirements.

(l) The Company Group, and to the Knowledge of the Company any third party processing protected data on behalf of the Company Group, has not experienced any material Security Breaches, and the Company Group is not aware of any notices or complaints from any Person regarding a Security Breach.

(m) The Company Group maintains systems and procedures to receive and effectively respond to complaints and, to the extent required by applicable Law, individual rights requests in connection with the Company Group’s Processing of Personal Information, and, to the extent required by applicable Law, the Company Group has complied with all such individual rights requests. The Company only engages in the sale of Personal Information in compliance with applicable Privacy and Security Requirements.

(n) The Company Group has a valid and legal right to Process all Protected Data that is Processed by or on behalf of the Company Group in connection with the use and/or operation of its products, services and business, and the execution, delivery, or performance of this Agreement will not affect these rights or violate any applicable Privacy and Security Requirements.

(o) The Company Group has implemented, and required all third parties that receive Protected Data from or on behalf of the Company Group to implement, commercially reasonable physical, technical, and administrative security measures that are intended to protect Protected Data from unlawful or unauthorized access or use by any third party.

(p) No material Actions are pending or are threatened in writing against any member of the Company Group relating to the collection, use, dissemination, storage and protection of Personal Information.

Section 4.12. Employees and Employee Benefits.

(a) Section 4.12(a) of the Company Disclosure Schedules contains a correct and complete list of all material Benefit Plans as of the date of this Agreement.

(b) With respect to each material Benefit Plan, if applicable, the Company has made available to Velocity true and complete copies of (i) the plan document and all amendments thereto, (ii) the most recent summary plan description, and (iii) if the Benefit Plan is intended to qualify under Section 401(a) of the Code, the most recent determination or opinion letter received from the Internal Revenue Service (the “IRS”).

(c) No member of the Company Group nor any ERISA Affiliate thereof sponsored or was required to contribute to, at any point during the six-year period prior to the date hereof, or currently sponsors or contributes to, (i) any employee benefit plan subject to Section 412 or 4971 of the Code or Title IV or Section 302 of ERISA, (ii) a “multiple employer plan” as defined in Section 413(c) of the Code, (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or (iv) a “multiemployer plan” as defined in Section 3(37) of ERISA. For purposes hereof, “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with any member of the Company Group, is treated as a single-employer under Section 414 of the Code.

(d) Except as would not reasonably be expected to have a Material Adverse Effect, each Benefit Plan is in compliance, and has been established, maintained, funded and administered in compliance, with its terms, ERISA, the Code and other applicable Law. With respect to each Benefit Plan that is intended to qualify under Section 401(a) of the Code (i) a favorable determination letter or opinion letter has been issued by the IRS with respect to such qualification and (ii) to the Knowledge of the Company, no event has occurred since the date of such qualification that would reasonably be expected to result in the loss of such qualification.

(e) No Benefit Plan provides health, medical, life insurance or death benefits to current or former employees of any member of the Company Group beyond their retirement or other termination of service, other than (i) pursuant to continuation coverage mandated by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code, or any similar state group health plan continuation Law, or (ii) coverage which lasts through the end of the month in which the termination of service occurs.

(f) No Actions (other than routine claims for benefits in the ordinary course) that would be material to the Company Group, taken as a whole, are pending or threatened against any Benefit Plan. To the Knowledge of the Company, no Benefit Plan is presently under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Authority.

(g) Neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby (either alone or in combination with any other event) will give rise to the payment to any current or former officer, director, shareholder or individual service provider of any member of the Company Group who is a “disqualified individual” (within the meaning of Section 280G of the Code) of any amount that would not be deductible by Velocity, any member of the Company Group or any of their respective Subsidiaries or Affiliates by reason of Section 280G of the Code or any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code (determined without regard to the exceptions set forth in Section 280G(b)(5) of the Code).

(h) No Benefit Plan provides for the gross-up of any taxes imposed by Section 4999 or 409A of the Code.

(i) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (i) result in any payment of any material compensation, severance, or other benefit to any current or former officer, director, or individual service provider of any member of the Company Group; or (ii) result in the acceleration of the time of payment, vesting or funding of, or increase the amount of, any compensation, severance, or benefits from any member of the Company Group to any current or former director, officer, employee or natural person consultant of any member of the Company Group under any Benefit Plan.

(j) Except as would not reasonably be expected to have a Material Adverse Effect, the Company Group and its respective Subsidiaries are, and since the Lookback Date have been, in compliance with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance (collectively the “Employment Laws”). There are no Actions pending or, to the Knowledge of the Company, threatened with respect to any alleged violation of any Employment Law by the Company Group or any of its respective Subsidiaries. Except as would not reasonably be expected to have a Material Adverse Effect, all employees are and have been properly classified as exempt and non-exempt under the Fair Labor Standards Act or state or local Laws.

(k) Except as would not reasonably be expected to have a Material Adverse Effect, (i) The Company Group and its respective Subsidiaries have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current or former directors, officers, employees or independent contractors under applicable Law, contract or company policy, as of the last payroll date, and (ii) each individual who is providing, or has provided, services to the Company Group or its respective Subsidiaries since the Lookback Date and is, or was, classified and treated as an independent contractor, consultant, leased employee or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes.

(l) The Company Group and its respective Subsidiaries have reasonably investigated all formal, written sexual harassment or other material discrimination or unlawful retaliation allegations raised in the last three years against any employee, manager, officer, or director. No such investigations or allegations are pending or, to the Knowledge of the Company, threatened.

(m) Neither the Company Group nor any of its respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act since the Lookback Date. No material employee layoff, facility closure or shutdown, reduction in force, furlough, temporary layoff, material work schedule change, or reduction in hours, salary or wages affecting employees of the Company Group or any of its respective Subsidiaries occurred or is contemplated as a result of the COVID-19 pandemic.

Section 4.13. Labor. No member of the Company Group or any of its respective Subsidiaries is a party to or bound by any collective bargaining agreements, works council agreements, labor union contracts, trade union agreements or other similar Contracts or understandings or bargaining relationships with any union, works council, trade union or other labor organization. There are, and since the Lookback Date, there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of the Company Group and its respective Subsidiaries, and (ii) labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting the Company Group or any of its respective Subsidiaries.

Section 4.14. Environmental Matters. (a) Each member of the Company Group is, and, since the Lookback Date, has been, in compliance in all material respects with applicable Laws relating to (i) human health and safety, (ii) pollution, contamination, protection, remediation or reclamation of the environment or natural resources, (iii) emissions, discharges, disseminations, Releases or threatened Releases of Hazardous Substances into or through the environment, including air (indoor or outdoor), surface water, groundwater, soil or land surface or subsurface or (iv) the management, manufacture, processing, labeling, distribution, use, treatment, storage, disposal, transport, recycling or handling of, or exposure to, Hazardous Substances (collectively, “Environmental Laws”), (b) the Company Group possesses, and, to the extent applicable, has filed timely applications to renew, all material Permits required under Environmental Laws necessary for its operations, and such operations are, and since the Lookback Date have been, in compliance with such Permits in all material respects, (c)  no material Action arising under or pursuant to Environmental Laws is pending or, to the Knowledge of the Company, threatened in writing, against any member of the Company Group and there are no material outstanding Orders arising under or pursuant to Environmental Laws by which any member of the Company Group or any of its assets or properties are bound, (d) no member of the Company Group has received any written notice, report or other information regarding any material violation of, or material liability under, Environmental Laws, (e) there has been no treatment, storage, disposal of, arrangement for or permission to dispose of, transportation, handling, Release or threatened Release of, exposure of any Person to, any Hazardous Substances by any member of the Company Group, or by any other Person at, on, under, from or through any property currently or formerly owned, leased, occupied or operated by any member of the Company Group, in each case that would reasonably be expected to result in a material liability to the Company Group under Environmental Laws; and (f) to the Knowledge of the Company, the Company Group has made available to Velocity all Phase I Environmental Site Assessment and compliance audit reports, not protected by a legal privilege, in the possession of the Company Group related to any property currently or formerly owned, leased, occupied or operated by any member of the Company Group.

Section 4.15. Material Contracts.

(a) Section 4.15(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of all of the following types of Contracts (other than any Benefit Plan) (x) to which any member of the Company Group is a party as of the date of this Agreement or (y) by which any member of the Company Group or any of their respective properties or assets are bound as of the date of this Agreement (collectively, the “Material Contracts”):

(i) any Contract under which any member of the Company Group has borrowed any money or incurred any Indebtedness from, or issued any note, bond, debenture or other evidence of Indebtedness to any Person (other than any member of the Company Group) in which the outstanding balance or amount is in excess of $250,000;

(ii) any Contract that requires the future acquisition by any member of the Company Group from another Person, or future disposition to another Person by the Company Group, of assets, properties or capital stock or other equity interest of another Person, and any Contract that relates to an acquisition or similar transaction which contains “earn-out” or other continuing obligations of any member of the Company Group, in any such case, that would reasonably be expected to result in payments in excess of $250,000 in the aggregate after the date of this Agreement or any merger or business combination with respect to any member of the Company Group other than the transaction contemplated hereunder;

(iii) Contracts relating to the formation, creation, operation, management or control of any partnership, joint venture, strategic alliance or similar Contract with a third party;

(iv) Contracts (excluding non-continuing purchase orders and statements of work under any master Contract) with any of the Material Suppliers and Vendors of the Company and the members of the Company Group;

(v) collective bargaining agreements or other Contracts with any labor union, works council or other labor organization;

(vi) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority in the last 12 months;

(vii) all Contracts requiring or providing for any capital expenditure in excess of $250,000 other than capital expenditures made in the ordinary course of the Company Group’s Business;

(viii) settlement, conciliation or similar Contract entered into by any member of the Company Group in the last 12 months providing for payment by any member of the Company Group in excess of $250,000 individually; and

(ix) the Material Intellectual Property Licenses.

(b) The Company has made available to Velocity true and complete copies of all Material Contracts, including any amendments thereto. Each Material Contract is, subject to the Enforceability Exceptions, a valid and binding agreement of the applicable member of the Company Group in all material respects and, to the Knowledge of the Company, each other party thereto in all material respects. As of the date of this Agreement, no member of the Company Group or, to the Knowledge of the Company, any other party thereto, is in or has received written notice of any material breach or material default under any such Material Contract that has had, or would reasonably be expected to have, a Material Adverse Effect.

Section 4.16. Related Person Transactions. Except for any Benefit Plan, the Company LLC Agreement, the Amended LLC Agreement and any transaction among the Company Group, no Related Person of the Company Group:

(a) is a party to any Contract with the Company or any member of the Company Group (or operates under or otherwise receives the benefit of any such Contract);

(b) owns directly or indirectly (other than through any direct or indirect equity interest in the Company) in whole or in part, or has any other direct or indirect interest (other than through any direct or indirect equity interest in the Company) in, any significant tangible property that any member of the Company Group owns or leases;

(c) has outstanding any Indebtedness to or from any member of the Company Group; or

(d) all agreements and other relationships between any member of the Company Group, on the one hand, and any of its Related Persons or Affiliates of the Company Group (other than the other members of the Company Group), on the other hand, are conducted on terms and conditions that approximate those terms and conditions had such arrangements been negotiated on an arm’s-length basis.

Section 4.17. Real and Personal Property.

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

(b) Section 4.17(b) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of all leases, lease guaranties, licenses, subleases, licenses and other occupancy agreements relating to real property to which any member of the Company Group is a party as lessee, sublessee, licensee or occupant with anticipated annual rental payments in excess of $100,000 including, without limitation, all amendments, modifications or other material correspondence (the “Real Property Leases”). The Company has made available to Velocity a true and complete copy of each Real Property Lease. The applicable member of the Company Group has a valid leasehold estate in all real property occupied pursuant to the Real Property Leases, free and clear of all Encumbrances, other than Permitted Encumbrances. Each Real Property Lease to which any member of the Company Group is a party is, subject to the Enforceability Exceptions, in full force and effect and is a valid and binding agreement of the applicable member of the Company Group in all material respects.

(c) To the Knowledge of the Company, no member of the Company Group or any other person or party thereto, is in breach or default under any of the Real Property Leases, and to the Knowledge of the Company, there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a breach or default under any of the Real Property Leases.

(d) The applicable member of the Company Group has good title to, or holds a valid leasehold interest in, or a valid license to use, all of the tangible assets and tangible personal property used by such member of the Company Group in the operation of its respective Business and which are material to such member of the Company Group, free and clear of any Encumbrances (other than Permitted Encumbrances). Except as would not reasonably be expected to have a Material Adverse Effect , the Closing will not affect the enforceability against any Person of all Real Property Leases or the rights to the continued use and possession of the Real Property Leases for the conduct of the business as currently conducted.

Section 4.18. Insurance. Section 4.18 of the Company Disclosure Schedules contains a list of all material insurance policies, covering the Company Group (other than any insurance policies held in connection with any Benefit Plans), taken as a whole, in effect at the date of this Agreement. With respect to each material insurance policy covering the Company Group (other than any insurance policies held in connection with any Benefit Plans), in all material respects, (a) such insurance policy is in full force, (b) there is no material claim in excess of $250,000 pending under any of such insurance policies as to which coverage has been questioned, denied or disputed, in each case, in writing by the underwriters of such policies and (c) no member of the Company Group has received written notice of cancellation, termination, material reduction in coverage or disallowance or material increase in premium (other than ordinary course increases that are not material to the Company Group taken as a whole) of any insurance policy that is held by, or for the benefit of, any member of the Company Group.

Section 4.19. Brokers’ and Finders’ Fees. Other than any Person to which Seller Transaction Costs are payable, no member of the Company Group has employed, nor is any member of the Company Group subject to any valid claim of liability or obligation to, any broker, finder, investment banker, consultant or other intermediary in connection with the transactions contemplated by this Agreement.

Section 4.20. Suppliers and Vendors; Inventory; Products; Products Liability; Product Recalls.

(a) Section 4.20 of the Company Disclosure Schedules sets forth a list of the material suppliers and vendors (“Material Suppliers and Vendors”) of the Company Group, taken as a whole, as measured by the dollar amount of purchases thereby or therefrom, for the Company’s fiscal year ending December 31, 2020. No such supplier or vendor listed on Section 4.20 of the Company Disclosure Schedules has on or prior to the date of this Agreement, to the Knowledge of the Company (a) threatened in writing to terminate, cancel or, other than in the ordinary course of Business, materially limit or materially and adversely modify any of its existing or planned business with any member of the Company Group or (b)  been involved in or threatened in writing a material dispute against any member of the Company Group or become insolvent or subject to bankruptcy proceedings.

(b) Except for any inventory that is subject to a reserve for obsolete or unmarketable inventory shown on the Financial Statements and except for inventory that has become obsolete or unmarketable in the ordinary course of business since the date of the latest Financial Statements, the inventory of the Company Group (other than in respect of used or returned inventory that is otherwise usable and saleable in the ordinary course of business) consists of a quantity and quality usable and saleable in the ordinary course of business, is not obsolete or damaged, is merchantable and fit for its intended use, is not defective and currently exists in quantities and in a product mix reasonable in the present circumstances for the operation of the Company and its Subsidiaries in the ordinary course of business. The Company has not made any explicit consignment or guaranteed sales of inventory that would allow a customer to return any unsold inventory to any member of the Company Group following the date hereof in any material amount or to receive a material credit or refund from the Company following the date hereof for any unsold inventory. All items included in inventory are the property of the Company Group, free and clear of Encumbrances other than Permitted Encumbrances.

(c) Except as set forth on Section 4.20(c) of the Company Disclosure Schedules:

(i) each Product sold by the Company Group has been in conformity in all material respects with all material contractual provisions and all express and implied warranties while in their possession or control, and, no member of the Company Group has received any written notice of any material liabilities or obligations for replacement or repair of any Products, or of other damages in connection therewith that remain outstanding or otherwise unresolved, except as would not reasonably be expected to have a Material Adverse Effect and subject to any reserve for product and service warranty claims accrued on the Financial Statements; and

(ii) no Product is subject to any formal written guaranty, warranty or other indemnity beyond the applicable standard terms and conditions with respect thereto.

(d) Since the Lookback Date, the Company has not received written notice from any Person (including any Governmental Authority) of any actual or alleged material liabilities, claims or obligations arising from any actual or alleged injury to Persons, damage to property or other loss as a result of the ownership, possession or use of any Product that in each case remains outstanding or otherwise unresolved.

(e) Since the Lookback Date, to the Knowledge of the Company, there is no Action by any Governmental Authority or any other Person pending or, to the Knowledge of the Company, threatened against the Company for the recall (including any voluntary recalls), suspension, seizure or market-withdrawal of or other similar corrective action with respect to any Product that remain outstanding or otherwise unresolved.

(f) To the Knowledge of the Company, (i) none of the manufacturers, assemblers or distributors that produce, receive, assemble or distribute any of the Products is currently subject, or has been subject since the Lookback Date, to any Actions by any other Governmental Authority or any other Person for the recall (including any voluntary recalls), suspension, seizure or market-withdraw of or other similar corrective action with respect to any Product that remain outstanding or otherwise unresolved; and (ii) there is no reasonable basis for any such Action with respect to any Product, or which would reasonably be expected to cause a member of the Company Group to recall, withdraw or suspend any Product from the market, or to cease further distribution or marketing of such Products. To the Knowledge of the Company, no Governmental Authority has prohibited any product or process from being marketed or used in the jurisdictions in which the Company conducts business that is substantially similar to any Product or to a process used for making, handling or distributing any such products.

(g) Since the Lookback Date, to the Knowledge of the Company, the Company has not received any written notice from any Governmental Authority responsible for regulating any Product indicating that any Product is unsafe or unsuitable for its intended use, and which notice remains pending or otherwise unresolved.

Section 4.21. Company Information. The information relating to the Company and the members of the Company Group which is or will be provided to Velocity for inclusion in the Form S-4 or the Proxy Statement will not, at the date the Form S-4 is declared effective, the Proxy Statement is first mailed to Velocity’s shareholders or at the time of the Velocity Shareholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to (a) statements made or incorporated by reference therein based on information supplied by Velocity, Blocker or Sponsor for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement or (b) any projections or forecasts included in the Form S-4 or the Proxy Statement.

Section 4.22. No Additional Representations. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS MAKING ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY MEMBER OF THE COMPANY GROUP OR BLOCKER, INCLUDING ANY OF THEIR RESPECTIVE ASSETS, RIGHTS, PROPERTIES OR LIABILITIES AND INCLUDING THE PHYSICAL OR ENVIRONMENTAL CONDITION OF ANY PAST OR CURRENT PROPERTY OR FACILITY OF ANY OF THE FOREGOING, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED DOCUMENT, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV, AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE CONDITION OF THE ASSETS, PROPERTIES AND RIGHTS OF THE MEMBERS OF THE COMPANY GROUP AND BLOCKER SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR OR THEIR AFFILIATES’ RESPECTIVE REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV AND WITH RESPECT TO ANY INFORMATION INCLUDED IN THE PROXY STATEMENT, THE COMPANY (ON BEHALF OF ITSELF AND THE OTHER MEMBERS OF THE COMPANY GROUP) HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING, IN THE CONFIDENTIAL INFORMATION MEMORANDUM OR OTHERWISE) TO ANY VELOCITY PARTY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO A VELOCITY PARTY BY ANY REPRESENTATIVE OF THE COMPANY, ANY OTHER MEMBER OF THE COMPANY GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES. NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO MEMBER OF THE COMPANY GROUP MAKES ANY REPRESENTATIONS OR WARRANTIES TO ANY VELOCITY PARTY REGARDING ANY PROJECTIONS OR THE FUTURE OR PROBABLE PROFITABILITY, SUCCESS, BUSINESS, OPPORTUNITIES, RELATIONSHIPS AND OPERATIONS OF THE COMPANY AND/OR ANY OTHER MEMBER OF THE COMPANY GROUP OR BLOCKER.

Article V

REPRESENTATIONS AND WARRANTIES OF BLOCKER

Except as set forth in the Company Disclosure Schedules, Blocker hereby represents and warrants to Velocity as follows:

Section 5.1. Standing; Qualification and Power.

(a) Blocker is duly organized, validly existing and in good standing (or has the equivalent status) under the laws of the jurisdiction of its organization, with all power and authority necessary to own, lease or operate the properties and assets owned, leased or operated by it and to carry on its business as currently conducted, in each case, in all material respects.

(b) Blocker is duly qualified or licensed to do business in each jurisdiction in which ownership of its property or assets or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not have a Material Adverse Effect.

Section 5.2. Ownership; Capitalization of Blocker.

(a) Blocker has good, valid and marketable title to, and owns beneficially and of record, the Company Units, free and clear of all Encumbrances.

(b) Other than this Agreement, the Company LLC Agreement and the Amended LLC Agreement, the Company Units held by Blocker are not subject to any stockholder agreement, investor rights agreement, registration rights agreement, voting agreement or trust, proxy or other similar Contract (including any Contract relating to rights of first refusal, co-sale rights or drag-along rights).

(c) The Blocker Equity Interests constitute all of the issued and outstanding equity interests of Blocker.

(d) All of the Blocker Equity Interests have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of any preemptive, rights of first refusal or similar rights, and at the Closing will be free and clear of all Encumbrances.

(e) As of the date of this Agreement, there are no outstanding (i) securities convertible into or exchangeable for the capital stock of Blocker, (ii) options, warrants, calls or other rights to purchase or subscribe for capital stock of Blocker or (iii) Contracts of any kind to which Blocker is subject or bound requiring the issuance after the date of this Agreement of (A) any capital stock of Blocker, (B) any convertible or exchangeable security of the type referred to in clause (i) above or (C) any options, warrants, calls or rights of the type referred to in clause (ii) above. Section 5.2(e), of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of (i) the holders of Blocker Equity Interests and the number and class of Blocker Equity Interests held by each such holder.

(f) Other than the Blocker Partnership Agreement, there are no voting trusts, proxies, stockholder, partnership or other Contracts with an equityholder of Blocker, investors’ rights Contracts, right of first refusal or co-sale Contract, or registration rights Contracts or other agreements or understandings to which Blocker is bound with respect to voting of any shares of capital stock or any other equity interest of Blocker.

(g) Other than the Company Units and the resulting indirect interest in the Company Group, Blocker does not own, directly or indirectly, any interest or investment in the form of equity in, and is not is subject to any obligation or requirement to provide for or make any investment in, any Person.

Section 5.3. Authority; Execution and Delivery; Enforceability. Blocker has all requisite power and authority to execute and deliver this Agreement and each of the Related Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery by Blocker of this Agreement has been and, in the case of the Related Documents to which it is or will be a party, will be when delivered, and the consummation of the transactions contemplated hereby has been and the consummation of the transactions contemplated by the Related Documents to which it is or will be a party will be when delivered, duly authorized by all requisite action of Blocker, and no other proceeding on the part of Blocker is necessary to authorize the entry into this Agreement by Blocker or the entry into the Related Documents to which Blocker is or will be a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been, and upon its execution and delivery, each of the Related Documents to which Blocker is or will be a party will be, duly and validly executed and delivered by Blocker and, assuming this Agreement and the Related Documents have been duly authorized, executed and delivered by the other parties hereto or thereto, as applicable, this Agreement constitutes, and upon its execution and delivery each of the Related Documents to which Blocker is or will be a party will constitute, a legal, valid and binding obligation of Blocker, enforceable against it in accordance with its terms, in each case subject to the Enforceability Exceptions.

Section 5.4. Brokers’ and Finders’ Fees. Other than any Person to which Seller Transaction Costs are payable, Blocker has not employed, nor is it subject to any valid claim of liability or obligation to, any broker, finder, investment banker, consultant or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to any fee or commission in connection therewith.

Section 5.5. No Conflict; Consents.

(a) The execution, delivery and performance of this Agreement by Blocker, and the consummation by Blocker of the transactions contemplated hereby, do not and will not, as applicable, (i) violate or conflict with any provision of the articles of incorporation or bylaws (or other comparable governing documents) of Blocker, (ii) result in a violation or breach of, or constitute (with or without the giving of notice or, the lapse of time or both) a default (or give rise to any right of termination, amendment, acceleration, suspension, revocation or cancellation of obligations or any penalty or modification of any obligation) under, any material Contract to which Blocker is a party or by which any of its respective properties or assets are bound, (iii) assuming that all Approvals have been obtained and all filings, registrations and notifications have been made, each as contemplated by 4.4(b), 5.5(b), and/or 6.4(b) violate or conflict with any Law applicable to Blocker or by which any of its respective properties or assets are bound or (iv) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon the material properties or material assets of Blocker, other than, in the case of clauses (ii) through (iv) above, any such violations, breaches, defaults or rights of termination or cancellation of obligations which would not, individually or in the aggregate, have a Material Adverse Effect.

(b) The execution, delivery and performance of this Agreement by Blocker, and the consummation by Blocker of the transactions contemplated hereby, will not require any waiver, authorization or other Permit of, or filing or registration with or notification to, any Governmental Authority, other than (i) compliance with all applicable Antitrust Laws and (ii) such Approvals, filings, registrations or notifications which, if not made or obtained, would not, individually or in the aggregate, have a Material Adverse Effect.

Section 5.6. Litigation. As of the date of this Agreement, (a) there are no Actions pending or, to the knowledge of Blocker, threatened against Blocker and (b) Blocker is not subject to (nor are any properties or assets of Blocker bound by or subject to) any outstanding material Orders that, if not complied with, in the case of either clause (a) or (b) above, would prevent or materially delay or materially impair, the ability of Blocker to perform its obligations under this Agreement and the Related Documents to which it is or will be a party or to consummate the transactions contemplated hereby or thereby.

Section 5.7. Taxes.

(a) All material Tax Returns required to be filed by or on behalf of Blocker have been timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns were true, correct and complete in all material respects when filed.

(b) All material amounts of Taxes due and payable by Blocker have been timely paid.

(c) Blocker has not waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency.

(d) Blocker has complied in all material respects with all applicable Laws relating to the collection or withholding of material Taxes and has duly and timely withheld and paid over to the appropriate Tax Authorities any and all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

(e) Blocker (i) has not been a member of a combined, consolidated, affiliated or unitary group for Tax filing purposes; and (ii) has no liability for material Taxes of any other Person (other than a member of the Company Group) under Treasury Regulations 1.1502-6 (or any corresponding or similar provision of state, local or non-U.S. Law), as a transferee or successor, by contract or otherwise.

(f) Blocker is not a party to any Tax allocation or sharing agreement (other than any commercial agreement entered into in the ordinary course of business that does not primarily relate to Taxes).

(g) No claim has been made in writing by any Tax Authority in a jurisdiction in which Blocker does not file Tax Returns or pay Taxes that Blocker is or may be subject to taxation by that jurisdiction or required to file Tax Returns in that jurisdiction.

(h) No audit, examination, investigation, dispute or other proceeding by any Tax Authority with respect to material Taxes owed by Blocker is pending and no Tax Authority has given written notice of any intention to commence such an audit, examination, investigation, dispute or other proceeding or assert any deficiency or claim for material additional Taxes against Blocker, nor has any such deficiency or claim for material additional Taxes been proposed or assessed in writing, which deficiency or claim has not been settled.

(i) Blocker has not engaged in any “listed transaction” as defined in Treasury Regulations Section 1.6011-4(b)(2).

(j) There are no material Encumbrances for Taxes upon any property or assets of Blocker except for Permitted Encumbrances.

(k) Blocker has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution qualifying (or purporting to qualify) for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(l) From its formation, Blocker has been classified as a corporation for all U.S. federal, and applicable state and local, income Tax purposes and will be so classified for all periods through and including the Closing Date.

Section 5.8. Blocker Information. The information relating to Blocker which is provided to Velocity for inclusion in the Form S-4 or the Proxy Statement, will not at the date the Form S-4 is declared effective, the Proxy Statement is first mailed to Velocity’s shareholders or at the time of the Velocity Shareholders Meeting contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by Blocker that is included in the Form S-4 or the Proxy Statement). Notwithstanding the foregoing, Blocker does not make any representation, warranty or covenant with respect to (a) statements made or incorporated by reference therein based on information supplied by Velocity, Sponsor or the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement or (b) any projections or forecasts included in the Form S-4 or the Proxy Statement.

Section 5.9. Assets; Operations; Liabilities.

(a) Blocker does not have any material assets or operations, except for this Agreement and the Company Units. Blocker was formed for the sole purpose of owning equity interests in the Company and transactions incidental thereto, and Blocker has conducted no business, except for owning equity interests in the Company and entering into, and complying with its covenants and agreements under, this Agreement and transactions incidental to the foregoing.

(b) Blocker does not have any material liability, except for liabilities in connection with Taxes payable by Blocker and liabilities incurred in connection with this Agreement and the transactions contemplated hereby.

Section 5.10. No Additional Representations. NEITHER BLOCKER NOR ANY OF ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS MAKING ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY MEMBER OF THE COMPANY GROUP OR BLOCKER, INCLUDING ANY OF THEIR RESPECTIVE ASSETS, RIGHTS, PROPERTIES OR LIABILITIES AND INCLUDING THE PHYSICAL OR ENVIRONMENTAL CONDITION OF ANY PAST OR CURRENT PROPERTY OR FACILITY OF ANY OF THE FOREGOING, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED DOCUMENT, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V, AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V, THE CONDITION OF THE ASSETS, PROPERTIES AND RIGHTS OF THE MEMBERS OF THE COMPANY GROUP AND BLOCKER SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” BLOCKER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY BLOCKER OR ANY OF ITS AFFILIATES OR ANY OF ITS OR ITS AFFILIATES’ RESPECTIVE REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V AND WITH RESPECT TO ANY INFORMATION INCLUDED IN THE PROXY STATEMENT, BLOCKER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING, IN THE CONFIDENTIAL INFORMATION MEMORANDUM OR OTHERWISE) TO ANY VELOCITY PARTY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO A VELOCITY PARTY BY ANY REPRESENTATIVE OF BLOCKER, ANY MEMBER OF THE COMPANY GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES. NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, BLOCKER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO ANY VELOCITY PARTY REGARDING ANY PROJECTIONS OR THE FUTURE OR PROBABLE PROFITABILITY, SUCCESS, BUSINESS, OPPORTUNITIES, RELATIONSHIPS AND OPERATIONS OF THE COMPANY AND/OR ANY OTHER MEMBER OF THE COMPANY GROUP OR BLOCKER.

Article VI

REPRESENTATIONS AND WARRANTIES OF THE VELOCITY PARTIES

Section 6.1. Standing; Qualification and Power of Velocity. Except as set forth in the Velocity Disclosure Schedules or in the SEC Reports filed or furnished by Velocity prior to the date hereof (excluding any disclosures in such SEC Reports under the headings “Risk Factors”, “Forward Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature), the Velocity Parties represent and warrant to the Company and Blocker as follows (it being understood that each representation and warranty contained in this Article VI is qualified by (a) the correspondingly numbered representation, warranty or covenant if specified therein, and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face).

(a) Each Velocity Party is duly organized, validly existing and in good standing (or has the equivalent status) under the Laws of the jurisdiction of its organization, with all power and authority necessary to own, lease or operate the properties and assets owned, leased or operated by it and to carry on its business as currently conducted.

(b) Each Velocity Party is duly qualified or licensed to do business in each jurisdiction in which ownership of its property or assets or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on Velocity.

Section 6.2. Capitalization of Velocity Parties.

(a) As of the date hereof, the authorized capital stock of Velocity consists of (i) 380,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and (ii) 20,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”). Section 6.2(a) of the Velocity Disclosure Schedules sets forth, as of the date hereof and to the Knowledge of Velocity, the record holders of more than 5% of the outstanding shares of Velocity. All issued and outstanding shares of capital stock of Velocity have been duly authorized and validly issued, are fully paid and nonassessable under applicable Law and were not issued in violation of any preemptive rights, rights of first refusal or similar rights.

(b) As of the date of this Agreement, Velocity has issued 12,066,667 warrants each of which entitle the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (together with any warrants that may be issued in satisfaction of a loan made by the Sponsor under the Warrant Agreement, the “Velocity Warrants”) on the terms and conditions set forth in the Warrant Agreement. As of the close of business on the Business Day immediately prior to the date hereof, Velocity has 23,000,000 Class A Common Stock issued and outstanding, 5,750,000 Class B Common Stock issued and outstanding and no preference shares issued or outstanding. As of the date of this Agreement, Sponsor does not own any equity interests of Velocity, other than 5,750,000 Class B Common Stock and 4,400,000 Velocity Warrants.

(c) The Merger Subs are wholly-owned by Velocity, and neither Merger Sub holds equity interests or rights, options, warrants, convertible or exchangeable securities, subscriptions, calls, puts or other analogous rights, interests, agreements, arrangements or commitments to acquire or otherwise relating to any equity or voting interest of any other Person.

(d) Except for the Velocity Warrants, as of the date of this Agreement, there are no outstanding (i) securities convertible into or exchangeable for the capital stock of Velocity, (ii) options, restricted stock units, performance stock units, stock appreciation rights, phantom stock, warrants, calls or other rights to purchase or subscribe for capital stock of Velocity or (iii)  Contracts of any kind to which Velocity is subject or bound requiring the issuance after the date of this Agreement of (A) any capital stock of Velocity, (B) any convertible or exchangeable security of the type referred to in clause (i) above or (C) any options, restricted stock units, performance stock units, stock appreciation rights, phantom stock, warrants, calls or rights of the type referred to in clause (ii) above. No equity or equity-based compensation has been granted by Velocity or any of its Affiliates to any existing or former employees, directors or other service providers of Velocity other.

(e) There are no voting trusts, proxies, stockholder, partnership or other Contracts with an equityholder of Velocity, investors’ rights Contracts, right of first refusal or co-sale Contract, or registration rights Contracts or other agreements or understandings to which Velocity is bound with respect to voting of any shares of capital stock or any other equity interest of any member of Velocity.

(f) As of the close of business on the date immediately preceding the date of this Agreement, there is no outstanding material Indebtedness of Velocity.

(g) The Blocker Merger Consideration, the Company Unitholder Merger Consideration and the Earn Out Securities, when issued in accordance with the terms of this Agreement and the Related Documents, as applicable, shall be duly authorized, validly issued, fully paid and non-assessable, issued to the Blocker Owners and Company Unitholders (as applicable), free and clear of all Encumbrances other than restriction imposed by applicable security laws and any Encumbrances set forth in this Agreement and the Related Documents.

Section 6.3. Authority; Execution and Delivery; Enforceability. Each Velocity Party has all requisite power and authority to execute and deliver this Agreement and each of the Related Documents to which it is or will be a party and, subject to the receipt of the Velocity Shareholder Approvals, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. Subject to the receipt of the Velocity Shareholder Approvals, the execution and delivery of this Agreement have been and, in the case of the Related Documents to which it is or will be a party will be when delivered, and the consummation of the transactions contemplated hereby has been and the consummation of the transactions contemplated by the Related Documents to which it is or will be a party, will be when delivered, duly authorized by all requisite action by the Velocity Parties. This Agreement has been, and upon its execution and delivery each of the Related Documents to which a Velocity Party is or will be a party will be, duly and validly executed and delivered by each Velocity Party and, assuming this Agreement and the Related Documents have been duly authorized, executed and delivered by the other Parties or parties thereto, as applicable, this Agreement constitutes, and upon its execution and delivery each of the Related Documents to which a Velocity Party is or will be a party will constitute, a legal, valid and binding obligation of each Velocity Party enforceable against it in accordance with their respective terms, in each case subject to the Enforceability Exceptions.

Section 6.4. No Conflict; Consents.

(a) The execution, delivery and performance of this Agreement by the Velocity Parties, and the consummation by each Velocity Party of the transactions contemplated hereby, will not (i) violate or conflict with any provision of the Governing Documents of the Velocity Parties, (ii) result in a violation or breach of, or constitute (with or without the giving of notice or, the lapse of time or both) a default (or give rise to any right of termination, amendment, acceleration, suspension, revocation or cancellation of obligations or any penalty or modification of any obligation) under, any material Contract to which a Velocity Party is a party or by which any of its properties or assets are bound or (iii) assuming that all Approvals have been obtained and all filings, registrations and notifications have been made, each as contemplated by Section 4.4(b), Section 5.5(b), and/or Section 6.4(b) violate or conflict with any Law applicable to a Velocity Party or by which any of its respective properties or material assets are bound, other than, in the case of clauses (ii) and (iii) above, any such violations, breaches, defaults or rights of termination or cancellation of obligations which would not have a Material Adverse Effect on Velocity.

(b) The execution, delivery and performance of this Agreement by each Velocity Party, and the consummation by each Velocity Party of the transactions contemplated hereby, will not require any waiver, authorization or other Permit of, or filing or registration with or notification to, any Governmental Authority, other than (i) compliance with all applicable Antitrust Laws, (ii) filings and Approvals required by the SEC and (iii) such Approvals, filings, registrations or notifications which, if not made or obtained, would not have a Material Adverse Effect on Velocity.

(c) Each Velocity Party does not own interests in any Person and is not aware of any facts or circumstances (including any possible other transaction pending or under consideration by Velocity or any of its Affiliates) which (i) reasonably could be expected to prohibit or materially impair or materially delay the ability of a Velocity Party to obtain the consents, authorizations, Orders or approvals of the applicable Governmental Antitrust Authorities without any structural or conduct relief or (ii) could cause a Governmental Antitrust Authority to seek to prohibit or materially delay consummation of the transactions contemplated by this Agreement or impose a condition or conditions that would have a Material Adverse Effect on Velocity and prevent or materially impair or materially delay a Velocity Party’s ability to consummate the transactions contemplated hereby.

Section 6.5. Absence of Certain Changes. Since December 31, 2020, there has not been any event, change, development or effect that, individually or in the aggregate with all other events, changes, developments or effects, has had, or would reasonably be expected to have, a Material Adverse Effect on Velocity.

Section 6.6. Compliance with Law. Velocity is and has been, in compliance in all material respects with all Laws applicable to Velocity. Velocity has not received written notice from any Governmental Authority alleging any material violation or violations under any applicable Law.

Section 6.7. Organization of Merger Subs. The Merger Subs were formed solely for the purpose of engaging in the transactions contemplated hereby, other than entry into this Agreement, has not conducted any business activities, and has no assets or liabilities other than those incident to its formation.

Section 6.8. Litigation. Except with respect to any investigation under the HSR Act or applicable Antitrust Laws relating to the transactions contemplated hereby, (a) there are no Actions pending or, to the Knowledge of Velocity, threatened against Velocity, Company Merger Sub or Blocker Merger Sub in writing, and (b) each Velocity Party is not subject to (nor are any properties or assets of a Velocity Party bound by or subject to) any outstanding material Order.

Section 6.9. Velocity SEC Reports; Financial Statements.

(a) Velocity has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Velocity with the SEC under the Exchange Act or the Securities Act since Velocity’s incorporation to the date of this Agreement, together with any amendments, restatements or supplements thereto (all of the foregoing filed prior to the date of this Agreement, the “Velocity SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the “Additional Velocity SEC Reports”). All Velocity SEC Reports, any correspondence from or to the SEC or NASDAQ (other than such correspondence in connection with the initial public offering of Velocity or the annual meeting) and all certifications and statements required by (i) Rule 13a-14 or 15d-14 under the Exchange Act, or (ii) 18 U.S.C. § 1350 (Section 906) of the Sarbanes-Oxley Act with respect to any of the foregoing (collectively, the “Certifications”) are available on EDGAR in full without redaction or have otherwise been made available to the Company. Velocity has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Velocity with the SEC to all agreements, documents and other instruments that previously had been filed by Velocity with the SEC and are currently in effect. The Velocity SEC Reports were, and, assuming the accuracy and completeness of the information supplied by the Company, Blocker or Sponsor for inclusion in any Additional Velocity SEC Report, the Additional Velocity SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations thereunder. The Velocity SEC Reports did not, and the Additional Velocity SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Certifications are each true and correct in all material respects. Velocity maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. As used in this Section 6.9(a), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC or the NASDAQ. There are no unresolved comments received in writing from the SEC staff with respect to the Velocity SEC Reports on or prior to the date hereof. None of the Velocity SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation.

(b) The financial statements and notes contained or incorporated by reference in the Velocity SEC Reports fairly present, and the financial statements and notes to be contained in or to be incorporated by reference in the Additional Velocity SEC Reports will fairly present, in all material respects, the financial condition and the results of operations, changes in shareholders’ equity and cash flows of Velocity as at the respective dates of, and for the periods referred to, in such financial statements, all in accordance with (i) GAAP and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Velocity has no off-balance sheet arrangements and no Indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due), which is not accrued or reserved against in the Velocity SEC Reports, other than (a) liabilities or obligations otherwise specifically disclosed in this Agreement or the Velocity Disclosure Schedules, and (b) liabilities and obligations arising under this Agreement and any Related Document or the performance by Velocity of its obligations in accordance with the terms of this Agreement (including Section 7.1(c)) and any Related Document. No financial statements other than those of Velocity are required by GAAP to be included in the consolidated financial statements of Velocity.

Section 6.10. Information Supplied. None of the information supplied or to be supplied by Velocity for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will, at the date the Form S-4 is declared effective, the Proxy Statement is first mailed to Velocity’s shareholders or at the time of the Velocity Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Velocity makes no representation, warranty or covenant with respect to (a) statements made or incorporated by reference therein based on information supplied by the Company, Blocker or Sponsor for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement or (b) any projections or forecasts included in the Form S-4 or the Proxy Statement.

Section 6.11. NASDAQ Stock Market Quotation. The issued and outstanding Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NASDAQ under the symbol “VELO”. The issued and outstanding Velocity Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NASDAQ under the symbol “VELOW”. Velocity is in compliance with the rules of the NASDAQ and there is no Action or proceeding pending or, to the Knowledge of Velocity, threatened against Velocity by the NASDAQ or the SEC with respect to any intention by such entity to deregister the Class A Common Stock or Velocity Warrants or terminate the listing of Velocity on the NASDAQ. None of Velocity or any of its Affiliates has taken any action in an attempt to terminate the registration of the Class A Common Stock or the Velocity Warrants under the Exchange Act.

Section 6.12. Board Approval; Stockholder Vote. The Velocity Board (including any required committee or subgroup of the Velocity Board) has, as of the date of this Agreement, unanimously (a) approved and declared the advisability of this Agreement, the Related Documents and the consummation of the transactions contemplated hereby, (b) determined that the consummation of the transactions contemplated hereby is in the best interest of the shareholders of Velocity and (c) resolved and agreed to recommend to the shareholders of Velocity that they vote in favor of the approval and adoption of this Agreement and the transactions contemplated hereby and the other Velocity Shareholder Approvals, in each case on the terms and subject to the conditions set forth in this Agreement. Other than the Velocity Shareholder Approvals, no other further corporate proceedings on the part of Velocity are necessary to approve the consummation of the transactions contemplated hereby.

Section 6.13. Velocity Material Contracts. Velocity has filed as an exhibit to a Velocity SEC Report each “material contract” (as such term is defined in Regulation S-K) to which Velocity is a Party and each Contract or other relevant documentation (including any amendments or modifications thereto) with respect to any Sponsor Related Party Transaction (collectively, the “Velocity Material Contracts”). Each Velocity Material Contract is, subject to the Enforceability Exceptions, a valid and binding agreement of Velocity in all material respects and, to the Knowledge of Velocity, each other party thereto in all material respects. As of the date of this Agreement, neither Velocity nor, to the Knowledge of Velocity, any other party thereto, is in or has received written notice of any material breach or material default under any such Velocity Material Contract.

Section 6.14. Investment Company Act. As at the date hereof and up until the Closing Date, Velocity is not, and will not be, an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company,” in each case within the meaning of the Investment Company Act.

Section 6.15. Trust Account.

(a) As of the date hereof, Velocity has at least $230,000,000 in the account established by Velocity for the benefit of its public shareholders (the “Trust Account”), with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement dated as of February 22, 2021 (the “Trust Agreement”). Other than pursuant to the Trust Agreement, the obligations of Velocity under this Agreement are not subject to any conditions regarding Velocity’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby.

(b) The Trust Agreement has not been amended or modified, is valid and in full force and effect and is enforceable in accordance with its terms, except as limited by the Enforceability Exceptions. Velocity has performed all material obligations required to be performed by it under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute a material default thereunder by Velocity or, to the Knowledge of Velocity, the Trustee. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Velocity and the Trustee that would cause the description of the Trust Agreement in the Velocity SEC Reports to be inaccurate in any material respect or (ii) to the Knowledge of Velocity, that would entitle any Person (other than (1) shareholders of Velocity holding Class A Common Stock sold in Velocity’s initial public offering who shall have elected to redeem their Class A Common Stock pursuant to the Velocity Governing Documents and (2) the IPO Underwriter for the IPO Underwriter Fees) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income taxes from any interest income earned in the Trust Account and (B) to redeem Class A Common Stock in accordance with the provisions of the Velocity Governing Documents. There are no Actions pending or, to the Knowledge of Velocity, threatened with respect to the Trust Account.

Section 6.16. Employee Benefit Plans. Velocity has never had any employees, and other than reimbursement of any out-of-pocket expenses incurred by Velocity’s officers and directors in connection with activities on Velocity’s behalf in an aggregate amount not in excess of the amount of cash held by Velocity outside of the Trust Account, Velocity does not have any unsatisfied material liability with respect to any employee thereof. Velocity does not maintain or have any direct or indirect liability under or with respect to any employee benefit plan or arrangement.

Section 6.17. Assets; Title to Assets. Other than this Agreement, general working capital and the Trust Agreement and the applicable rights and interests in and to the Trust Account as set forth therein, Velocity does not own any assets. Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Velocity owns good and marketable title to, or holds a valid leasehold interest in, or a valid license to use, all of the assets used by Velocity in the operation of its business and which are material to Velocity, in each case, free and clear of any Encumbrances (other than Permitted Encumbrances).

Section 6.18. Securities Laws Matters. Velocity acknowledges that the Company Units and the Blocker Equity Interests being acquired pursuant to this Agreement and the Related Documents have not been registered under the Securities Act or under any state or foreign securities Laws. Velocity is acquiring the Company Units and the Blocker Equity Interests for its own account solely for investment purposes and not with a view to any public resale or other distribution thereof, except in compliance with applicable securities Laws. Velocity acknowledges that the Company Units and the Blocker Equity Interests will not be registered under the Securities Act or any applicable state or foreign securities Laws and that the Company Units and the Blocker Equity Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or applicable foreign securities Laws or pursuant to an applicable exemption therefrom and pursuant to state or foreign securities Laws, as applicable. Velocity has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Company Units and the Blocker Equity Interests and is capable of bearing the economic risks of such investment. Velocity is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 6.19. Velocity’s Business Investigation; Disclaimer Regarding Projections; No Knowledge of Misrepresentation.

(a) Velocity has conducted such investigations of the Company Group and the Business as it has deemed necessary in order to make an informed decision concerning the transactions contemplated hereby. For the purpose of conducting these investigations, Velocity has employed the services of its own Representatives. In all matters affecting the condition of the properties, assets, rights, liabilities of the Company Group and Blocker and the contents of the documents, records, reports or other materials made available or provided to Velocity in connection with the transactions contemplated hereby, and in making its decision to enter into this Agreement and the Related Documents and consummate the transactions contemplated hereby and thereby, Velocity is relying solely upon the advice and opinion offered by its own Representatives and the representations and warranties set forth in Article IV, Article V and Article VI or in any Related Document. Except as set forth herein or in the case of Fraud, neither the Company, nor any of their respective Related Parties shall have or be subject to any liability to Velocity or any other Person resulting from the distribution to Velocity, or Velocity’s use of, any such information, including any information, documents or material made available to the other Parties and their Representatives in the electronic data room maintained on Intralinks (the “Data Room”), confidential information memorandum, management presentation or in any other form in expectation of the transactions contemplated hereby. Velocity has reviewed all of the documents, records, reports and other materials made available in the Data Room prior to the date hereof.

(b) Except as and to the limited extent expressly set forth in Article IV, Article V and Article VI or in any Related Document, Velocity acknowledges and agrees that no member of the Company Group, nor Blocker nor any other Person is making or has made, and that none of them shall have liability in respect of, any written or oral representation or warranty, express or implied, of any nature whatsoever, with respect to the Company Units and the Blocker Equity Interests or any member of the Company Group, or any of their respective assets, rights or properties, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Company Group’s business by Velocity after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and Velocity specifically disclaims that it is relying on or has relied on any such representation or warranty as an inducement to enter into this Agreement or otherwise.

(c) In connection with Velocity’s investigation of the Company Units and the Blocker Equity Interests, the Company Group and the Business, Velocity has received from the Company and/or its Affiliates and their respective Representatives certain projections and other forecasts, including projected financial statements, cash flow items, certain business plan information and other data related to the Company Group and/or such Business. Velocity acknowledges that (i) there are uncertainties inherent in attempting to make such projections, forecasts and plans and, accordingly, is not relying on them, (ii) Velocity is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and plans so furnished to it and (iii) Velocity shall have no claim against anyone with respect to any of the foregoing, except with respect to claims of Fraud. Accordingly, Velocity acknowledges that the Company or any of its Affiliates or any of its or their respective Related Parties has not made any representation or warranty with respect to such projections or other forecasts or plans.

Section 6.20. Solvency. Velocity is not entering into this Agreement with the intent to hinder, delay or defraud either present or future creditors of Velocity.

Section 6.21. Brokers’ and Finders’ Fees. Other than any Person to which Velocity Transaction Costs are payable, Velocity has not employed, nor is Velocity subject to, any valid claim of liability or obligation to, any broker, finder, consultant, investment banker or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to any fee or commission in connection therewith.

Section 6.22. Taxes.

(a) All material Tax Returns required to be filed by or on behalf of Velocity have been timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns were true, correct and complete in all material respects when filed.

(b) All material amounts of Taxes due and payable by Velocity have been timely paid.

(c) Velocity has not waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency.

(d) Velocity has complied in all material respects with all applicable Laws relating to the collection or withholding of material Taxes and has duly and timely withheld and paid over to the appropriate Tax Authorities any and all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

(e) Velocity (i) has not been a member of a combined, consolidated, affiliated or unitary group for Tax filing purposes (other than a group the common parent of which was Velocity) and (ii) does not have any liability for material Taxes of any other Person under Treasury Regulations 1.1502-6 (or any corresponding or similar provision of state, local or non-U.S. Law), as a transferee or successor, by contract or otherwise.

(f) Velocity is not a party to any Tax allocation or sharing agreement (other than a commercial agreement entered into in the ordinary course of business that does not primarily relate to Taxes).

(g) No claim has been made in writing by any Tax Authority in a jurisdiction in which Velocity does not file Tax Returns or pay Taxes that Velocity is or may be subject to taxation by that jurisdiction or required to file Tax Returns in that jurisdiction.

(h) No audit, examination, investigation, dispute or other proceeding by any Tax Authority with respect to material Taxes owed by Velocity is pending and no Tax Authority has given written notice of any intention to commence such an audit, examination, investigation, dispute or other proceeding or assert any deficiency or claim for material additional Taxes against Velocity, nor has any such deficiency or claim for material additional Taxes been proposed or assessed in writing, which deficiency or claim has not been settled.

(i) Velocity has not engaged in any “listed transaction” as defined in Treasury Regulations Section 1.6011-4(b)(2).

(j) Velocity is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(k) There are no material Encumbrances for Taxes upon any property or assets of Velocity except for Permitted Encumbrances.

(l) Velocity has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution qualifying (or purporting to qualify) for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(m) From its formation, Velocity has been classified as a corporation for all U.S. federal, and applicable state and local, income Tax purposes and will be so classified for all periods through and including the Closing Date.

Section 6.23. Related Person Transactions. Except as set forth in Section 6.23 of the Velocity Disclosure Schedules, and other than the private placement of securities in connection with Velocity’s initial public offering, there are no transactions or Contracts, or series of related transactions of Contracts (each, a “Sponsor Related Party Transaction”), between Sponsor or its Related Persons, on the one hand, and Velocity, any officer, director, manager or Affiliate of Velocity or, to the Knowledge of Velocity, any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, required to be disclosed by Velocity in the Velocity SEC Reports pursuant to Item 404 of Regulation S-K. Velocity has made available to the Company true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available as of the date of this Agreement with respect to any Sponsor Related Party Transaction.

Section 6.24. No Additional Representations. NEITHER THE VELOCITY PARTIES NOR ANY OF THEIR AFFILIATES IS MAKING ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, EXCEPT WITH RESPECT TO THE VELOCITY PARTIES OR SPONSOR, INCLUDING ANY OF THEIR RESPECTIVE ASSETS, RIGHTS, PROPERTIES OR LIABILITIES, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED DOCUMENT, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VI. EACH VELOCITY PARTY AND ITS AFFILIATES DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY A VELOCITY PARTY OR ANY OF ITS AFFILIATES OR ANY OF ITS OR ITS AFFILIATES’ RESPECTIVE REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VI, EACH VELOCITY PARTY (ON BEHALF OF ITSELF AND ITS AFFILIATES) HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BLOCKER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BLOCKER, THE COMPANY OR ANY MEMBER OF THE COMPANY GROUP BY ANY REPRESENTATIVE OF A VELOCITY PARTY OR ANY OF ITS AFFILIATES). NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NEITHER THE VELOCITY PARTIES NOR ANY OF THEIR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES TO BLOCKER, THE COMPANY OR ANY MEMBER OF THE COMPANY GROUP REGARDING ANY PROJECTIONS OR THE FUTURE OR PROBABLE PROFITABILITY, SUCCESS, BUSINESS, OPPORTUNITIES, RELATIONSHIPS AND OPERATIONS OF SPONSOR, THE VELOCITY PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VI, THE CONDITION OF THE ASSETS, PROPERTIES AND RIGHTS OF VELOCITY SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.”

Article VII

COVENANTS

Section 7.1. Conduct of Business Prior to Closing.

(a) Except (i) with the written consent of Velocity (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as set forth in Section 7.1(a) of the Company Disclosure Schedules, (iii) as otherwise expressly contemplated or permitted by the terms of this Agreement or the Related Documents, (iv) as required by any applicable Law or any Material Contract (in existence on the date hereof), or (v) to the extent that any action is reasonably required to be taken or omitted to be taken in response to or related to the actual or anticipated effect of COVID-19 or any COVID-19 Measure, during the Interim Period, the Company shall, and shall cause the other members of the Company Group to, conduct the Business in the ordinary course of business in all material respects and shall use reasonable best efforts to preserve its relationships with its material customers and suppliers; provided that (1) no action expressly permitted by an exception to a subclause of Section 7.1(b) shall be deemed a failure to perform or comply with this Section 7.1(a) and (2) the failure of any member of the Company Group to take any action prohibited by Section 7.1(b) shall not be a failure to perform or comply with this Section 7.1(a).

(b) Without limiting the generality of Section 7.1(a), during the Interim Period, except (v) with the written consent of Velocity (which consent shall not be unreasonably withheld, conditioned or delayed), (w) as set forth in Section 7.1(b) of the Company Disclosure Schedules, (x) as otherwise contemplated or permitted by the terms of this Agreement or the Related Documents, (y) as required by applicable Law or any Contract in existence on the date hereof, or (z) to the extent that any action is reasonably required to be taken or omitted to be taken in response to or related to the actual or anticipated effect of COVID-19 or any COVID-19 Measure, the Company shall not, and shall not permit the other members of the Company Group, to:

(i) transfer, issue, sell or dispose of any shares of capital stock or other equity interests of any member of the Company Group, grant options, warrants, calls or other rights to purchase or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any shares of the capital stock or other equity interests of any member of the Company Group;

(ii) effect any recapitalization, reclassification, stock split, stock combination or like change in the capitalization of the Company Group;

(iii) make, set aside, declare or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to any of its capital stock or other equity interest in the Company Group, other than (A) dividends and distributions by any member of the Company Group to another member of the Company Group and (B) Tax distributions in accordance with the Company LLC Agreement;

(iv) incur, create or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities (or warrants or other rights to acquire any debt securities);

(v) make any loans, advances or capital contributions to, or investments in, any other Person;

(vi) amend the certificate of formation or operating agreement, certificate of incorporation or bylaws (or other comparable governing documents) of any member of the Company Group;

(vii) grant any material Encumbrances on any material property or assets (whether tangible or intangible) of any member of the Company Group, other than Permitted Encumbrances and Encumbrances created or incurred under any of the Company Group’s respective credit facilities entered into prior to the date of this Agreement;

(viii) except in the ordinary course of business (A) adopt, enter into, terminate or materially amend any material Benefit Plan or collective bargaining agreement, other than as required by applicable Law or pursuant to the terms of such Benefit Plan or collective bargaining agreement in effect as of the date of this Agreement, or (B) grant or materially increase the compensation, benefits, or severance of any Person who is a director, employee, or officer of the Company Group, or (C) conduct any reduction in force or group layoff requiring notice or, in the absence of such notice, liability under the Worker Adjustment Retraining Notification Act of 1988 or similar state Laws (provided, however, that nothing in this Section 7.1(b)(viii) shall prevent the Company or any member of the Company Group from making reasonable reductions to the compensation and benefits and furloughs in response to, relating to, or to take into account any outbreak or ongoing effects of COVID-19);

(ix) except as required by changes in GAAP or applicable Law, change any member of the Company Group’s methods of accounting in any manner that would have a material adverse impact on the Company Group;

(x) make, change or revoke any material Tax election; file any material amendment to any income Tax Return; change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any material closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; or surrender any right to claim a material Tax refund;

(xi)  purchase or otherwise acquire (whether by merger or otherwise), or lease or license, any property or assets;

(xii) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

(xiii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than the consummation of the transactions contemplated by this Agreement; or

(xiv) authorize, or commit or agree to take, any of the foregoing actions.

(c) During the Interim Period, except (w) with the written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), (x) as set forth in Section 7.1(c) of the Velocity Disclosure Schedules, (y) as otherwise contemplated or permitted by the terms of this Agreement or the Related Documents, or (z) as required by applicable Law or any Contract, Velocity shall not, and shall not permit any Subsidiary to:

(i) form any Subsidiary;

(ii) issue any shares of capital stock or other equity interests or grant options, restricted stock units, performance stock awards, stock appreciation rights, phantom interests, other equity based awards, warrants, calls or other rights to purchase or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any shares of the capital stock or other equity interests of Velocity (other than, in the case of redemptions, in accordance with the Velocity Governing Documents);

(iii) effect any recapitalization, reclassification, stock split, stock combination or like change in the capitalization of Velocity or any Subsidiary;

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

(v) incur, create or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities (or warrants or other rights to acquire any debt securities) other than Velocity Warrants to be issued to the Sponsor as satisfaction for any loans made by the Sponsor to provide working capital to Velocity;

(vi) make any loans, advances or capital contributions to, or investments in, any other Person;

(vii) amend the Velocity Governing Documents;

(viii) grant any material Encumbrances on any property or assets (whether tangible or intangible) of Velocity;

(ix) (A) adopt, enter into, terminate or amend any employee benefit plan, policy, program, agreement or arrangement, other than as required by applicable Law, except to the extent necessary to provide compensation or employee benefits to employees of the Surviving Company following the Closing, or (B) increase the compensation of any Person who is a director or officer of Velocity;

(x) except as required by changes in GAAP or applicable law, change any of its methods of accounting in any manner;

(xi) make, change or revoke any material Tax election; file any material amendment to any income Tax Return; change any accounting method in respect of Taxes; change any annual Tax accounting period; enter into any material closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; or surrender any right to claim a material Tax refund;

(xii)  purchase or otherwise acquire (whether by merger or otherwise), or lease or license, any property or assets;

(xiii) enter into any joint venture with a third party;

(xiv) except as is reasonably necessary to consummate the transactions contemplated hereby, enter into, renew, modify or revise any Contract;

(xv) enter into, renew, modify or revise any Contract with any Related Person of Velocity or with any former or present director or officer of Velocity or with any Affiliates of the foregoing Persons or any other Person covered under Item 404 of Regulation S-K under the Securities Act;

(xvi) waive, release, assign, settle or compromise any Action pending or threatened against Velocity or any of their respective directors or officers that would materially and adversely affect Velocity after the Closing Date;

(xvii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than the transactions contemplated by this Agreement; or

(xviii) authorize, or commit or agree to take, any of the foregoing actions.

(d) Non-Transfer of Certain Velocity Intellectual Property.

(i) The Company acknowledges that Velocity is in possession of certain confidential and proprietary information of third parties received in connection with Velocity’s evaluation of alternative business combinations, including but not limited to, information concerning the business, financial condition, operations, assets and liabilities, trade secrets, know-how, technology, customers, business plans, Intellectual Property rights, promotional and marketing efforts, the existence and progress of financings, mergers, sales of assets, take-overs or tender offers of third parties, including Velocity’s, Merger Subs’ and their respective Representatives’ internal notes and analysis concerning such information (collectively, “IP Evaluation Material”), and that the IP Evaluation Material is or may be subject to confidentiality or non-disclosure agreement. The Company acknowledges and agrees it has no right or expectancy in or to the IP Evaluation Material and the such IP Evaluation Material shall, without any further action of the Company or Velocity vest in the Sponsor at the Effective Time.

(ii) The Company shall have no right or expectancy in or to the name “Velocity Acquisition Corp.” or any derivation thereof, the trading symbols “VELO,” or “VELOW,” Velocity’s internet domain name, or the Intellectual Property rights therein and all such property shall, without any further action of the Company or Velocity, vest in the Sponsor at the Effective Time.

Section 7.2. Access to Information. During the Interim Period, the Company and Blocker shall use reasonable best efforts to cause the members of the Company Group to, afford to the other Parties and their respective Representatives reasonable access, upon reasonable advance notice, during normal business hours to all properties, books, and records of the Company Group and Blocker and, during such period, shall furnish to the other Parties any information concerning the Company Group and Blocker as the other Parties may reasonably request; provided, however, that (a) such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Company’s or Blocker’s, as applicable, personnel, and in such a manner as to not unreasonably disrupt the normal operations of the Company Group or Blocker, as applicable, (b) neither the Company nor any member of the Company Group nor Blocker is under any obligation to disclose to the other Parties or their respective Representatives any information the disclosure of which is restricted by a Contract in effect as of the date of this Agreement or applicable Law or would result in the waiver of any attorney-client, work product or other applicable privilege and (c) neither Velocity nor its Representatives shall conduct any invasive or subsurface environmental sampling or analysis with respect to any real property owned, used or occupied by any member of the Company Group or Blocker, including of the nature commonly referred to as a “Phase II Environmental Assessment”; provided, further, that the Company or Blocker may designate certain portions of such information as being provided on an outside-counsel basis only. All information concerning the Company provided to Velocity or any of its Representatives pursuant to this Section 7.2 shall be considered (“Evaluation Material”) (as defined in the Confidentiality Agreement and subject to the second paragraph of Section 1 therein) and shall be subject to the terms and conditions of the Confidentiality Agreement and Section 7.3(a).

Section 7.3. Confidentiality.

(a) Velocity acknowledges that the information concerning the Company being provided to it or any of its Affiliates or any of its or its Affiliates’ Representatives in connection with the consummation of the transactions contemplated hereby, including any information provided under Section 7.2, is being provided as “Evaluation Material” (as defined in the Confidentiality Agreement) subject to the terms of a confidentiality agreement dated as of April 12, 2021, between Velocity and the Company (the “Confidentiality Agreement”). Velocity acknowledges that it is, and shall remain (unless the Closing occurs), subject to the terms of the Confidentiality Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms.

(b) Effective upon, and only upon, the Closing, the confidentiality obligations under the Confidentiality Agreement shall terminate, except with respect to the provisions regarding disclosure and use of confidential information not related to the Company Group or the Business, which shall continue in accordance with the terms of the Confidentiality Agreement.

Section 7.4. Efforts to Consummate; Consents and Filings.

(a) Subject to the terms and conditions of this Agreement, each of the Parties and their respective Affiliates shall use all reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to (i) obtain from any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Antitrust Laws (“Governmental Antitrust Authority”) all Approvals as are necessary for the consummation of the transactions contemplated by this Agreement and (ii) promptly (and, with respect to the HSR Act, in no event later than ten (10) Business Days after the date hereof) make all necessary filings (and, if required under applicable Law, drafts thereof), and thereafter make any other required submissions, with respect to the transactions contemplated by this Agreement required under the HSR Act or any other applicable Antitrust Law.

(b) Without limiting the generality of the Parties’ undertaking pursuant to Section 7.4(a), each Party agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Antitrust Authority or any other Party so as to enable the Parties to expeditiously close the transactions contemplated by this Agreement no later than the Outside Date. Each Party shall use reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Antitrust Authority with respect to the transactions contemplated hereby. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging such transactions, and if, by mutual agreement, the Parties decide that litigation is in their best interests, each Party shall cooperate and use reasonable best efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any Order that is in effect and that prohibits, prevents, or restricts consummation of such transactions. Notwithstanding the foregoing, no Party or any of its Affiliates shall be required to (i) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets or any portion of the business of any Party or to otherwise propose, proffer or agree to any other requirement, obligation, condition or restriction on the conduct of the business of any Party, or (ii) to litigate any suit, claim, action, investigation or proceeding challenging or seeking to restrain or prohibit the consummation of the transaction.

(c) Each of the Parties shall promptly notify the other Parties of any substantive communication it or any of its Affiliates receives from any Governmental Antitrust Authority and of any substantive communication received or given in connection with any proceeding by a private party relating to the matters that are the subject of this Agreement, and consult each other Party prior to any substantive communication with any Governmental Antitrust Authority to permit the other Parties to review in advance any proposed communication by such Party to any Governmental Antitrust Authority. No Party shall agree to participate in any substantive meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry (including in connection with any proceeding by a private party) unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to 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 and in seeking early termination of any applicable waiting periods, including under the HSR Act. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all correspondence, filings (except for Item 4(c) and 4(d) documents and filings pursuant to the HSR Act) or communications between them or any of their Representatives, on the one hand, and any Governmental Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby.

(d) Velocity, on the one hand, and the Company, on the other hand, shall each pay fifty percent (50%) of all filing fees payable to any Governmental Authority in connection with a filing made pursuant to the HSR Act or other applicable Antitrust Laws.

(e) During the Interim Period, except with the prior written consent of the Company or Velocity, as applicable, neither Velocity nor its Affiliates or the Company or its Affiliates shall do anything, including entering into any transaction (or making any antitrust or competition law filing in connection with such transaction), that could reasonably be expected to prevent or delay any filings or Approvals required under the HSR Act or other applicable Antitrust Laws.

Section 7.5. Expenses; Transfer Taxes.

(a) All costs and expenses incurred in connection with this Agreement and the Related Documents and the transactions contemplated hereby and thereby shall be paid, (i) in the case of the Company, by the Company and (ii) in the case of Velocity, by Velocity; provided, however, that, in the event that the Closing is consummated, at the Closing, Velocity shall pay all Transaction Costs, other than Previously Paid Seller Transaction Costs or Previously Paid Velocity Transaction Costs.

(b) All transfer, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes and real property transfer gains Taxes and including any filing and recording fees) incurred by the Company (or any of its Subsidiaries), Blocker or Velocity in connection with this Agreement, the Related Documents, and the transactions contemplated hereby and thereby (“Transfer Taxes”) shall be borne by Velocity. Velocity shall file, or cause to be filed, all Tax Returns required to be filed in connection with any such Transfer Taxes. Each Party shall use reasonable best efforts to avail itself of any available exemptions from any such Transfer Taxes, and to cooperate with the other Parties in providing any information and documentation that may be necessary to obtain such exemptions.

Section 7.6. Tax Matters.

(a) Tax Returns. Velocity shall control the preparation and filing of all Tax Returns with respect to Pass-Through Income Taxes of each member of the Company Group that are due after the Closing Date. Any such Tax Return that relates to a Pre-Closing Tax Period shall be prepared in a manner consistent with past practice (unless otherwise required by a change in applicable Law or otherwise contemplated by this Agreement). Velocity shall submit any such Tax Return for a Pre-Closing Tax Period to the Seller Representative at least thirty (30) days prior to the due date (including extensions) of such Tax Return for the Seller Representative’s review and comment, and shall include any reasonable comments provided by the Seller Representative in the Tax Return filed. Velocity and the Company shall prepare and file all income Tax Returns consistent with, and shall not take any income Tax reporting position inconsistent with, the Intended Tax Treatment for U.S. federal, state and other relevant income Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

(b) Cooperation. Notwithstanding anything herein to the contrary, the Parties shall provide to the other Parties and their Representatives such cooperation, documentation and information as either of them may reasonably request in connection with (a) filing any Tax Return, amending any Tax Return or filing any claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes or (c) preparing for, assisting with, or conducting any Tax proceeding. Such cooperation and information shall include, to the extent reasonable, providing copies of relevant portions of Tax Returns, together with relevant portions of relevant accompanying schedules, relevant documents relating to rulings or other determinations by Tax Authorities, and relevant records concerning the ownership and Tax basis of property and other relevant information, which any such Party may possess. Each Party agrees, upon request, to use reasonable best efforts to obtain any certificate or other document from any Tax Authority as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including related to the transactions contemplated hereunder). The Parties shall cooperate with each other and their respective counsel to document and provide factual support the Intended Tax Treatment, including by reasonably cooperating to provide factual support letters.

(c) Transaction Tax Deductions. Notwithstanding anything in the Amended LLC Agreement to the contrary, for purposes of preparing any Tax Return of or with respect to the Company or the Surviving Company (or any of their respective Subsidiaries) all Transaction Tax Deductions shall be allocated solely to the Company and Blocker to a Pre-Closing Tax Period to the extent permitted by applicable Law at a “more likely than not” or higher standard of confidence.

(d) Intended Tax Treatment. The Parties agree that for U.S. federal and, as applicable, state and local Tax purposes, they intend that (i) the Surviving Company be treated as a continuation of the Company under Section 708(a) of the Code and that the amendment and restatement of the Company LLC Agreement be treated as nontaxable under Revenue Ruling 84-52, 1984-1 C.B. 157, (ii) the Blocker Merger and the Company Merger, taken together, constitute an integrated plan described in Rev. Rul. 2001-46, 2001-2 C.B. 321, that qualifies as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, (iii) this Agreement constitute and hereby is adopted as a “plan of reorganization” within the meaning of Section 368 of the Code with respect to the reorganization described in clause (ii), and (iv) any issuance of Earn Out Shares shall be treated, except with respect to any amounts treated as imputed interest under Section 483 of the Code, as to the Blocker Owners, as an adjustment to the Blocker Merger Consideration that results in no recognition of gain or loss pursuant to the reorganization described in clause (ii) (collectively, the “Intended Tax Treatment”), and (v) none of Velocity, the Company Group, the Blocker, the Company Unitholders or the Blocker Owners shall take any action, or fail to take any action, that would reasonably be expected to cause the Blocker Merger and the Company Merger, taken together, to fail to qualify for the Intended Tax Treatment.

 (e) Certain Election. The Company, Seller Representative and Velocity shall, to the fullest extent permitted under applicable Law, cause the Company and member of the Company Group that is a partnership for U.S. federal income tax purposes to elect the application of Section 6226 of the Code (and any applicable provisions of state or local law) with respect to any “imputed underpayment” of the Company or member of the Company Group for any Pre-Closing Tax Period or Straddle Period. The Company will make, or cause to be made, an election under Section 754 of the Code that will be effective as of the Company’s taxable year ending December 31, 2020.

Section 7.7. Publicity. The Company and Velocity shall reasonably cooperate to (a) prepare and make a public announcement regarding the transactions contemplated by this Agreement as promptly as practicable after the execution and delivery hereof and (b) create and implement a communications plan regarding the transactions contemplated hereby (the “Communications Plan”) promptly following the date hereof. Notwithstanding the foregoing, none of the Parties will make any public announcement or issue any public communication regarding this Agreement, the Related Documents or the transactions contemplated hereby or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Velocity, or Velocity, in the case of a public announcement by Blocker or the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law or the rules of any securities exchange on which the securities of such Party or any of such Party’s Affiliates are listed, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) in the case of Velocity and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities or continuous disclosure documents and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality, (iii) to the extent provided for in the Communications Plan, internal announcements to employees of the Company, (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 7.7, and (v) announcements and communications to Governmental Authorities in connection with filings or Permits relating to the transactions contemplated hereby required to be made under this Agreement.

Section 7.8. Directors’ and Officers’ Indemnification and Insurance.

(a) The Parties acknowledge and agree that all rights to indemnification, exculpation and advancement existing in favor of the current or former directors, officers, managers, employees and agents of any member of the Company Group or any Velocity Party and each Person who served at the request of the Company or Velocity, as applicable, as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (the “D&O Indemnified Persons”), as provided in the certificate of formation or operating agreement, certificate of incorporation, articles of organization, or bylaws (or other comparable governing documents) of any member of the Company Group or any Velocity Party , as applicable in effect on the date of this Agreement, or in any indemnification agreement or arrangement as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Closing, shall survive the Closing and shall continue in full force and effect and that any member of the Company Group or Velocity will perform and discharge such member of the Company Group’s or any Velocity Party’s respective obligations to provide such indemnity and exculpation from and after the Closing for a period of six (6) years or until the settlement or final adjudication of any Action commenced during such period. Each of the Company and Velocity shall cause their respective Governing Documents to contain provisions with respect to indemnification, exculpation and advancement of the D&O Indemnified Persons no less favorable to the D&O Indemnified Persons than set forth in the Company LLC Agreement, as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights of any D&O Indemnified Person thereunder except as is required under applicable Law. From and after the Closing, Velocity shall assume, guarantee and stand surety for, and shall cause the members of the Company Group and any Velocity Party to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.8.

(b) From and following the Closing Date, each of the Company Group and Velocity, shall, and shall cause the members of any Velocity Party and the Company Group to, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing, following receipt of any undertakings required by applicable Law) each of the D&O Indemnified Persons against any liabilities, losses, penalties, fines, claims, damages, reasonable and documented out-of-pocket costs or expenses in connection with any actual or threatened, in writing, Action, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred in such D&O Indemnified Person’s capacity as a director or officer of any member of any Velocity Party or of the Company Group, or in such D&O Indemnified Person’s capacity as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of any member of any Velocity Party or of the Company Group, before the Closing Date (including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of any member of any Velocity Party or the Company Group). In the event of any such Action, Velocity and the members of the Company Group, as applicable, shall reasonably cooperate with the D&O Indemnified Person in the defense of any Action; provided that none of Velocity and the members of the Company Group shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Company hereby acknowledges that certain D&O Indemnified Persons may have rights to indemnification and advancement of expenses provided by one (1) or more current direct or indirect equityholders of the Company or its respective Affiliates (each, a “Separate Indemnitor”) (directly or through insurance obtained by any such entity). The Company hereby agrees and acknowledges that (i) Velocity is the indemnitor of first resort with respect to the D&O Indemnified Persons from the Company Group, and that the Company is the indemnitor of first resort with respect to the D&O Indemnified Persons from Velocity, (ii) each of Velocity and the Company shall be required to advance the full amount of expenses incurred by the D&O Indemnified Persons from the opposite Party, as required by Law, the terms of each indemnifying Party’s organizational documents, any applicable agreement, vote of stockholders or disinterested directors, or otherwise, without regard to any rights the D&O Indemnified Persons may have against any Separate Indemnitors and (iii) to the extent permitted by Law, each indemnifying Party irrevocably waives, relinquishes and releases the Separate Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. Each Party further agrees no advancement or payment by any Separate Indemnitor with respect to any claim for which the D&O Indemnified Persons have sought indemnification pursuant hereto shall affect the foregoing, and such Separate Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the D&O Indemnified Persons against Velocity or the Company, as applicable.

(c) For a period of six (6) years from the Closing Date, Velocity shall purchase and maintain directors’ and officers’ liability insurance covering (as direct beneficiaries) all D&O Indemnified Persons, in each case of the type and with the amount of coverage no less favorable than those of the directors’ and officers’ liability insurance maintained as of the date of this Agreement by, or for the benefit of, the Company Group (the “Current Policies”), and with such other terms as are no less favorable than those in the Current Policies; provided, however, that (i) in lieu of the foregoing, Velocity may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a fully paid six (6) year “tail” insurance policy at prevailing market rates (the “D&O Tail”) with respect to directors’ and officers’ liability insurance of the type and with the amount of coverage and such other terms as are no less favorable in the aggregate than those in the Current Policies, and the cost of the D&O Tail shall be included as a Velocity Transaction Cost, and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 7.8(c) shall be continued in respect of such claim until the final disposition thereof.

(d) If Velocity or any of its respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Velocity shall assume all of the obligations of Velocity set forth in this Section 7.8.

(e) The provisions of this Section 7.8 shall survive the Closing and are (i) intended to be for the benefit of, and will be enforceable by, each D&O Indemnified Person, and each D&O Indemnified Person’s heirs, legatees, representatives, successors and assigns, and may not be terminated or amended in any manner adverse to such D&O Indemnified Person without its prior written consent and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Section 7.9. Control of Operations.

(a) Nothing contained in this Agreement shall give Velocity, directly or indirectly, the right to control or direct any of the Company Group’s operations prior to the Closing.

(b) Prior to the Closing, the Company Group shall exercise, consistent with the terms and conditions set forth in this Agreement, complete control and supervision over its operations.

Section 7.10. Exclusivity.

(a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article IX in accordance with its terms (the “Interim Period”), the Company shall not, and shall cause their respective Representatives and Blocker not to, directly or indirectly, (A) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to 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, concerning an initial public offering, recapitalization or refinancing of any member of the Company Group (other than as contemplated by this Agreement and the Related Documents), any purchase of equity interest in any member of the Company Group or any merger, sale of a material portion the assets of any member of the Company Group, or similar transactions involving any member of the Company Group or its securities (other than (w) transactions involving the sale, purchase, transfer or other conveyance of equity interests between existing equityholders and their Affiliates, (x) assets sold in the ordinary course of business, (y) non-exclusive licenses of the Intellectual Property rights of a third Person or (z) as contemplated by this Agreement or any Related Document) (an “Alternative Transaction”), or (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction, or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of this Agreement and the Related Documents and the consummation of the transactions contemplated hereby shall not be deemed a violation of this Section 7.10. The Company shall, and shall cause their respective Affiliates and respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Alternative Transaction. If any of the Company, Blocker or any of their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then Blocker or the Company shall promptly (and in no event later than twenty-four (24) hours after Blocker or the Company becomes aware of such inquiry or proposal) (1) advise Velocity orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof) and (2) provide Velocity a copy of such inquiry or proposal, if in writing. Without limiting the foregoing, the Parties agree that any violation of the restrictions set forth in this Section 7.10(b) by any Affiliate or Representative of Blocker or the Company shall be deemed to be a breach of this Section 7.10(b) by Blocker or the Company, respectively.

(b) Velocity shall not, and shall cause its Affiliates and their respective Representatives not to, directly or indirectly, (i) enter into, solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to 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, concerning any Business Combination Proposal, (ii) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Business Combination Proposal or (iii) commence, continue or renew any due diligence investigation regarding any Business Combination Proposal. Velocity shall, and shall cause each of its Affiliates and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Business Combination Proposal. If Velocity, its Affiliates or any of their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any time prior to the Closing, then Velocity shall promptly (and in no event later than twenty-four (24) hours after Velocity becomes aware of such inquiry or proposal) (A) advise the Company orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof) and (B) provide the Company a copy of such inquiry or proposal, if in writing. Without limiting the foregoing, the Parties agree that any violation of the restrictions set forth in this Section 7.10(b) by any of Velocity’s Affiliates or Representatives shall be deemed to be a breach of this Section 7.10(b) by Velocity.

(c) Within twenty-four (24) hours of the execution of this Agreement, the Company shall require the prompt destruction or return of any confidential information provided to any third party in connection with an Alternative Transaction and shall refrain from waiving or modifying any rights under any confidentiality or standstill agreement relating to an Alternative Transaction.

Section 7.11. Trust Account. Upon satisfaction or waiver of the conditions set forth in Article VIII and provision of notice thereof to the Trustee (which notice Velocity shall provide to the Trustee in accordance with the terms of the Trust Agreement), (a) in accordance with and pursuant to the Trust Agreement, immediately prior to the Closing, Velocity (i) shall cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, (1) pay as and when due all amounts payable to shareholders of Velocity holding shares of the Class A Common Stock sold in Velocity’s initial public offering who shall have previously validly elected to redeem their Class A Common Stock pursuant to Velocity Governing Documents, (2) pay the IPO Underwriter Fees to the IPO Underwriter, and (3) remit all remaining amounts then available in the Trust Account to the Merger Sub who, at the Closing, shall direct Trustee to deposit such proceeds to an account specified by the Company for immediate use, subject to this Agreement and the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 7.12. Form S-4; Proxy Statement; SEC Filings.

(a) Velocity and the Company shall use reasonable best efforts to jointly prepare and cause to be filed by Velocity with the SEC, as promptly as reasonably practicable following the availability of the audited and unaudited financial statements of the Company (including the financial statements of businesses acquired by the Company and the PCAOB Financial Statements) required to be included therein, a Registration Statement on Form S-4 (the “Form S-4”), containing a preliminary proxy statement/prospectus relating to the Velocity Shareholder Approvals and the Velocity Shareholders Meeting (as amended or supplemented, the “Proxy Statement”), and Velocity shall use its reasonable best efforts to cause the Form S-4 to be declared effective and a definitive Proxy Statement to be mailed to the shareholders of Velocity as promptly as reasonably practicable after such effectiveness (but in no event later than two (2) Business Days) following (i) in the event the SEC does not review the Form S-4 and the Proxy Statement, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (ii) in the event the SEC does review the Form S-4 and the Proxy Statement, receipt of oral or written notice that the Form S-4 has been declared effective by the SEC. The Form S-4 and the Proxy Statement shall comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of the Company and Velocity shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution, as applicable, of the Form S-4 and the Proxy Statement, and the Form S-4 and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Velocity shall promptly notify the upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 and the Proxy Statement and shall provide the Company with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Velocity shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4 and the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Velocity (A) shall provide the Company an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (B) shall include in such document or response all comments reasonably proposed by the Company and (C) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Velocity shall advise the Company, promptly after receipt of notice thereof, of the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, if the SEC does not review the Form S-4 and the Proxy Statement, or the receipt of any oral or written notification of the completion of review of the Form S-4 and the Proxy Statement by the SEC, or the suspension of the qualification of the Blocker Merger Consideration, the Company Unitholder Merger Consideration and the Earn Out Shares for offering or sale in any jurisdiction, and Velocity shall use its reasonable best efforts to have any such suspension lifted, reversed or otherwise terminated. Velocity shall use reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws and the rules and regulations thereunder in connection with the transactions contemplated hereby. In connection with the Form S-4 and the Proxy Statement, Velocity will also file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable proxy solicitation rules set forth in Velocity Governing Documents and the rules and regulations of the SEC and NASDAQ.

(b) The Company agrees to promptly provide Velocity with all information concerning each member of the Company Group and the management, operations and financial condition of each member of the Company Group, in each case, reasonably requested by Velocity for inclusion in the Form S-4 and the Proxy Statement.

(c) If prior to the Closing, any event occurs with respect to Velocity, or any change occurs with respect to other information supplied by Velocity for inclusion in the Form S-4 and the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Form S-4 and the Proxy Statement, Velocity shall promptly notify the Company of such event, and Velocity shall promptly file with the SEC any necessary amendment or supplement to the Form S-4 and the Proxy Statement and, as required by Law, and disseminate the information contained in such amendment or supplement to Velocity’s shareholders and the Company’s unitholders. Nothing in this Section 7.12(c) shall limit the obligations of any Party under Section 7.12(a).

(d) If prior to the Closing, any event occurs with respect to any member of the Company Group, or any change occurs with respect to other information supplied by the Company for inclusion in the Form S-4 and the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Forms S-4 and the Proxy Statement, the Company shall promptly notify Velocity of such event, and Velocity shall promptly file with the SEC any necessary amendment or supplement to the Form S-4 and the Proxy Statement and, as required by Law, and disseminate the information contained in such amendment or supplement to Velocity’s shareholders and the Company’s unitholders. Nothing in this Section 7.12(d) shall limit the obligations of any Party under Section 7.12(a).

(e) Velocity shall, as soon as reasonably practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold the Velocity Shareholders Meeting for the sole purpose of seeking the Velocity Shareholder Approvals. Velocity shall use its reasonable best efforts to (i) cause the definitive Proxy Statement to be mailed to Velocity’s shareholders and to hold the Velocity Shareholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective and (ii) solicit the Velocity Shareholder Approvals (including by soliciting proxies as promptly as practicable in accordance with applicable Law for the purpose of seeking the Velocity Shareholder Approvals). Velocity shall, through the Velocity Board, recommend to its shareholders that they give the Velocity Shareholder Approvals (the “Velocity Board Recommendation”) and shall include such recommendation in the Proxy Statement; provided that, in the event that the Velocity Board determines a Material Adverse Effect has occurred with respect to the Company, the Velocity Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation to the extent required, upon the advice of counsel, in order to comply with its fiduciary duties (a “Change in Recommendation”). Velocity shall promptly notify the Company in writing of any determination to make such Change in Recommendation in a manner adverse to the Company. Notwithstanding the foregoing provisions of this Section 7.12(e), (A) the Velocity Shareholders Meeting shall in any event be held not more than thirty (30) days after the date on which the Proxy Statement is mailed to Velocity’s shareholders and (B) Velocity shall, with the consent of the Company, have the right to (and in the case of the following clauses (2) and (3), at the request of the Company, Velocity shall) make one (1) or more successive postponements or adjournments of the Velocity Shareholders Meeting (1) to ensure that any supplement or amendment to the Proxy Statement that the Velocity Board has determined in good faith is required by applicable Law is disclosed to Velocity’s shareholders and for such supplement or amendment to be promptly disseminated to the Velocity’s shareholders prior to the Velocity Shareholders Meeting, (2) if on a date for which the Velocity Shareholders Meeting is scheduled, Velocity has not received proxies representing a sufficient number of shares of Velocity Common Stock to obtain the Velocity Shareholder Approvals, whether or not a quorum is present, (3) if, as of the time for which the Velocity Shareholders Meeting is scheduled (as set forth in the Proxy Statement), there are insufficient shares of Velocity Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Velocity Shareholders Meeting or (4) if, as of the deadline for electing redemption by holders of Class A Common Stock in accordance with the Velocity Governing Documents, the number of shares being redeemed would cause the condition to Closing set forth in Section 8.3(c) to not be satisfied; provided that (excluding any adjournments or postponements required by applicable Law) the Velocity Shareholders Meeting shall be reconvened as promptly as practicable following such time as the matters described in the foregoing clauses have been resolved, and in no event shall the Velocity Shareholder Meeting be reconvened on a date that is later than five (5) Business Days prior to the Outside Date.

(f) Velocity shall use its reasonable best efforts to cause Sponsor, as a shareholder of Velocity, to vote in favor of the Velocity Shareholder Approvals.

Section 7.13. Listing of Velocity Common Stock. During the Interim Period, Velocity shall use its reasonable best efforts to remain listed as a public company on the NASDAQ and will take all steps necessary to ensure the Class A Common Stock and Velocity Warrants remains listed on the NASDAQ following the Closing. During the Interim Period, Velocity will 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 securities Laws. During the Interim Period, if Velocity receives any written or, to the Knowledge of Velocity, oral notice from NASDAQ that Velocity has failed, or would reasonably be expected to fail, to meet the listing requirements of the NASDAQ as of the Closing or within six (6) months thereafter for any reason, then Velocity shall give prompt written notice of such NASDAQ notice to the Company, including a copy of any written notice received from NASDAQ or a summary of any oral notice received from NASDAQ.

Section 7.14. Section 16 of the Exchange Act. Prior to the Closing, the Velocity Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the issuance of Velocity Common Stock by Velocity, in each case, pursuant to this Agreement and the Related Documents to any officer, director or shareholder (by reason of “director by deputization”) of the Company who is expected to become a “covered person” of Velocity for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) shall be an exempt transaction for purposes of Section 16.

Section 7.15. Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions set forth in Article VIII not being satisfied or the satisfaction of those conditions being materially delayed. No such notice shall constitute an acknowledgment or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Section 7.16. Affiliate Agreements. Other than the Related Documents and Contracts set forth on Section 7.16 of the Company Disclosure Schedules or the Velocity Disclosure Schedules or entered into in compliance with Section 7.1(b) prior to the Closing, at the Closing, (i) the Company shall cause all agreements between any Company Unitholder and any member of the Company Group to be terminated without any further liability and (ii) Velocity shall cause all agreements between the Sponsor or any of its Affiliates, on the one hand, and Velocity or any of its Subsidiaries, on the other hand, to be terminated without any further liability.

Section 7.17. No Claim Against Trust Amount. Notwithstanding anything else in this Agreement, the Company acknowledges that they have read the Prospectus and understand that Velocity has established the Trust Account for the benefit of Velocity’s public shareholders and that Velocity may disburse monies from the Trust Account only (a) to Velocity’s public shareholders in the event they elect to have their shares redeemed in accordance with Velocity Governing Documents and/or the liquidation of Velocity, (b) to Velocity after, or concurrently with, the consummation of a Business Combination, (c) to Velocity in limited amounts for its Tax obligations incurred in the ordinary course of business, (d) as repayment of loans and reimbursement of expenses to directors, officers and founding shareholders of Velocity and (e) to third parties (e.g., professionals, printers, etc.) who have rendered services to Velocity in connection with Velocity’s initial public offering or its operations and efforts to effect a Business Combination. All liabilities and obligations of Velocity due and owing or incurred at or prior to the Closing shall be paid either from the Trust Account or cash held by Velocity outside the Trust Account as and when due, including all amounts payable (i) to Velocity’s public shareholders in the event they elect to have their shares redeemed in accordance with Velocity Governing Documents and/or the liquidation of Velocity, (ii) to Velocity after, or concurrently with, the consummation of a Business Combination, and (iii) to Velocity in limited amounts for its Tax obligations incurred in the ordinary course of business. The Company further acknowledges that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by the time period required in the Velocity Governing Documents, Velocity will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended. Upon the Closing, Velocity shall cause the Trust Account to be disbursed to Velocity and as otherwise contemplated by this Agreement. Accordingly, the Company and Blocker, for each of themselves and their respective subsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind to collect from the Trust Account any monies that may be owed to them by Velocity for any reason whatsoever, including to a breach of this Agreement by Velocity or any negotiations, agreements or understandings with Velocity (whether in the past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement. This paragraph will survive the termination of this Agreement for any reason.

Section 7.18. Equity Financing. During the Interim Period, with the Company’s prior written consent, Velocity may execute subscription agreements with equity investors. If Velocity desires to seek additional financing from potential equity investors pursuant to subscription agreements, the Company and Blocker agree, and shall cause the appropriate officers and employees thereof, to use reasonable best efforts to cooperate in connection with the arrangement of such financing (including the satisfaction of the conditions precedent set forth therein) as may be reasonably requested by Velocity, including by (i) participating in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies at mutually agreeable times and locations and upon reasonable advance notice, (ii) assisting with the preparation of customary materials for actual and potential equity investors, rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with such financing (which shall not include pro forma financial information), (iii) providing the Financial Statements and such other financial information regarding the Company that is readily available or within the Company’s or Blocker’s possession and as is reasonably requested in connection with arrangement of such financing, (iv) executing and delivering reasonable and customary certificates and other documentation required by any such equity investor and the subscription agreement, provided, that no such certificates, letters or other documentation shall be effective prior to the consummation of the consummation of the transaction contemplated by the subscription agreement, and (v) otherwise reasonably cooperating in Velocity’s efforts to obtain such financing.

Article VIII

CONDITIONS PRECEDENT

Section 8.1. Conditions to Each Party’s Obligations. The respective obligations of each Party to effect the Closing are subject to the satisfaction or written waiver, in whole or in part, to the extent such conditions can be waived (to the extent permitted by applicable Law) prior to the Closing of the following conditions:

(a) Regulatory Approvals. The required waiting period (including any extension thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

(b) No Injunctions or Restraints. No applicable Law preventing the consummation of the transactions contemplated hereby shall be in effect.

(c) Velocity Required Shareholder Approvals. The Velocity Required Shareholder Approvals shall have been obtained.

(d) SEC Approval. The Form S-4 has been declared effective by the SEC and no stop order shall be in effect with respect to the Form S-4.

Section 8.2. Conditions to Obligations of Velocity. The obligations of Velocity to consummate the Closing are subject to the satisfaction (or written waiver by Velocity, in whole or in part, to the extent such conditions can be waived) at or prior to the Closing of the following conditions:

(a) Representations and Warranties of the Company. (i) The representations and warranties of the Company set forth in Section 4.1(a), Section 4.2(b) and Section 4.19 shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct on the date so specified), (ii) the representations and warranties of the Company set forth in Section 4.2(a), Section 4.2(c), Section 4.2(d), Section 4.2(e) (except for errors which are de minimis in aggregate), Section 4.3 and Section 4.21 shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct in all material respects on the date so specified), and (iii) the other representations and warranties of the Company set forth in Article IV shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar qualifier) as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct on the date so specified), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect.

(b) Representations and Warranties of Blocker. (i) The representations and warranties of Blocker set forth in Section 5.1(a), Section 5.2(a), Section 5.2(d), Section 5.2(g), Section 5.3 and Section 5.4 shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct on the date so specified), (ii) the representations and warranties of Blocker set forth in Section 5.2(c), Section 5.2(e) (except for errors which are de minimis in aggregate) and Section 5.8 shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct in all material respects on the date so specified), and (iii) the other representations and warranties of Blocker set forth in Article V shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar qualifier) as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct on the date so specified), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect.

(c) Performance of Obligations of the Company and Blocker. The Company and Blocker shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company or Blocker prior to the Closing.

(d) No Material Adverse Effect. From the date of this Agreement, there shall not have occurred any Material Adverse Effect.

(e) Related Documents. On the Closing Date, the Company, Blocker, the Seller Representative and/or Escrow Agent shall have delivered a duly executed counterparty to each Related Document to which such Person is a party pursuant to Section 3.2(c)(i).

Section 8.3. Conditions to the Obligations of the Company and Blocker. The obligations of the Company and Blocker to consummate the Closing are subject to the satisfaction (or written waiver by the Company, in whole or in part, to the extent such conditions can be waived) at or prior to the Closing of the following conditions:

(a) Representations and Warranties of the Velocity Parties. (i) The representations and warranties of the Velocity Parties set forth in Section 6.1(a), Section 6.2(c), Section 6.2(f), Section 6.2(g) and Section 6.3 shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct on the date so specified), (ii) the representations and warranties of the Velocity Parties set forth in Section 6.2(a), Section 6.2(b) (except for errors which are de minimis in aggregate), Section 6.2(d), Section 6.2(e), Section 6.10 and Section 6.21 shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct in all material respects on the date so specified) and (iii) the other representations and warranties of Velocity set forth in Article VI shall be true and correct (without giving effect to any limitation as to “materiality,” “Material Adverse Effect on Velocity” or similar qualifier) as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct on the date so specified), except in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect on Velocity.

(b) Performance of Obligations of Velocity. Velocity shall have performed or complied in all respects with all obligations and covenants required by this Agreement to be performed or complied with by Velocity prior to the Closing.

(c) Minimum Available Cash Condition. At the Closing, the Cash Proceeds shall equal no less than $150,000,000.

(d) Listing of Stock Consideration. The PubCo Class A Common Stock shall have been approved for listing on the NASDAQ and such approval shall not be subject to any conditions or any plan of compliance to which Velocity would be subject after the Closing.

(e) Trust Account. (i) Velocity shall have made all necessary arrangements with the Trustee to cause the Trustee to disburse all of the funds contained in the Trust Account available to Velocity to be released to Velocity at the Closing; (ii) all of such funds in the Trust Account available to Velocity shall be released to Velocity for the payments contemplated by Section 3.2(e), Section 3.2(f) and Section 3.2(g); and (iii) there shall be no Action pending or threatened by any Person (not including the Company and its Affiliates) with respect to or against the Trust Account that would reasonably be expected to have a Material Adverse Effect on Velocity’s ability to perform its obligations hereunder.

(f) No Material Adverse Effect. From the date of this Agreement, there shall not have occurred any Material Adverse Effect.

(g) Net Tangible Assets. Velocity shall have at least $5,000,0001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Closing.

(h) Related Documents. On the Closing Date, Velocity and/or Sponsor shall have delivered a duly executed counterparty to each Related Document to which Velocity and/or Sponsor is a party pursuant to Section 3.2(d)(iv).

Article IX

TERMINATION

Section 9.1. Termination.

(a) This Agreement may be terminated at any time prior to the Closing:

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

(ii) by either the Company or Velocity, if the Closing does not occur prior to 5:00 p.m., New York City time, on January 20, 2022 (the “Outside Date”); provided that no Party shall be permitted to terminate this Agreement under this Section 9.1(a)(ii) if such terminating Party’s failure to comply with its obligations under this Agreement in any material respect which has resulted in the failure to satisfy a condition set forth in Article VIII;

(iii) by Velocity, upon written notice to the Company, if any of the Company or Blocker breaches or fails to perform in any material respect any of its representations, warranties or covenants set forth in this Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.1 or Section 8.2, (B) cannot be or has not been cured within thirty (30) days following delivery by Velocity of written notice to the Company (or such lesser period remaining prior to the date that is one (1) day prior to the Outside Date) of such breach or failure to perform and (C) has not been waived by Velocity; provided that Velocity shall not be entitled to terminate this Agreement pursuant to this Section 9.1(a)(iii) if, at the time of such termination, Velocity is in breach of any representation, warranty, covenant or other agreement contained in this Agreement in a manner such that the conditions to Closing set forth in Section 8.1 or Section 8.3, as applicable, would not have been satisfied;

(iv) by the Company, upon written notice to Velocity, if Velocity breaches or fails to perform in any respect any of its representations, warranties or covenants set forth in this Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.1 or Section 8.3, (B) cannot be or has not been cured within thirty (30) days following delivery by the Company of written notice to Velocity (or such lesser period remaining prior to the date that is one (1) day prior to the Outside Date) of such breach or failure to perform and (C) has not been waived by the Company; provided that the Company shall not be entitled to terminate this Agreement pursuant to this Section 9.1(a)(iv) if, at the time of such termination, Blocker or the Company is in breach of any representation, warranty, covenant or other agreement contained in this Agreement in a manner such that the conditions to Closing set forth in Section 8.1 or Section 8.2 as applicable, would not have been satisfied;

(v) by either Velocity or the Company if there shall be in effect a final non-appealable Law preventing the consummation of the transactions contemplated hereby;

(vi) by Company or Velocity, if Velocity Required Shareholder Approvals are not granted at the Velocity Shareholders Meeting (including after all required adjournments thereof); or

(vii) by the Company by written notice to Velocity if a Change in Recommendation has occurred or Velocity fails to include the Velocity Board Recommendation in the Proxy Statement distributed to Velocity Shareholders.

(b) This Agreement may be terminated only under Section 9.1(a). In order to terminate this Agreement under Section 9.1(a), other than under Section 9.1(a)(i), the Party desiring to terminate this Agreement shall give notice to Velocity (if the terminating Party is the Company) or the Company (if the terminating Party is Velocity) under Section 10.3, specifying the provision hereof under which such termination is effected.

Section 9.2. Effect of Termination. If this Agreement is terminated as described in Section 9.1 this Agreement shall become null and void and of no further force and effect, without any continuing liability or obligation hereunder of any Party, except that (a) this Section 9.2 and Section 7.3(a), Section 7.5(a), Section 7.7, Section 7.17 and Article X (and any corresponding definitions set forth in Annex I) shall survive such termination in full force and effect and (b) nothing in this Section 9.2 shall be deemed to release any Party from any liability for any Intentional Breach or Fraud by such Party prior to such termination.

Article X

GENERAL PROVISIONS

Section 10.1. Seller Representative.

(a) Appointment. By adoption of this Agreement, execution of a Blocker Letter of Transmittal or a Company Unitholder Letter of Transmittal, and the acceptance of any portion of the Merger Consideration, each Blocker Owner and Company Unitholder hereby irrevocably constitutes and appoints the Seller Representative as his, her or its, agent and representative to, in addition to the other rights and authority granted to the Seller Representative elsewhere in this Agreement, execute any and all instruments or other documents on behalf of such Blocker Owner and Company Unitholder, and to do any and all other acts or things on behalf of such Blocker Owner and Company Unitholder, which the Seller Representative may deem necessary, advisable, convenient or appropriate, or which may be required pursuant to this Agreement, the Related Documents or otherwise, in connection with the facilitation of the consummation of the transactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including the exercise of the power to: (i) execute the Related Documents, instruments or certificates on behalf of each Blocker Owner and Company Unitholder; (ii) act for each Blocker Owner and Company Unitholder with respect to any adjustment to the Merger Consideration and the Related Documents; (iii) give and receive notices and communications to or from the Velocity Parties relating to this Agreement, the Related Documents or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or any Related Document expressly contemplates that any such notice or communication shall be given or received by such Blocker Owner or Company Unitholder individually); (iv) administration of the provisions of this Agreement; (v) give or agree to, on behalf of all or any of the Blocker Owner and Company Unitholders, any and all consents, waivers, amendments or modifications deemed by the Seller Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement, any Related Document or any of the instruments to be delivered to the Velocity hereunder or thereunder; (vii) (A) dispute or refrain from disputing, on behalf of each Blocker Owner and Company Unitholder, any amounts to be received by such Blocker Owner and Company Unitholder under this Agreement or any claim made by the Velocity Parties under this Agreement, (B) negotiate and compromise, on behalf of each such Blocker Owner and Company Unitholder, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (C) execute, on behalf of each such Blocker Owner and Company Unitholder, any settlement agreement, release or other document with respect to such dispute or remedy; (viii) engage attorneys, accountants, agents or consultants on behalf of the Blocker Owners and Company Unitholders in connection with this Agreement or any Related Document and pay any fees related thereto, and (ix) take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. For the avoidance of doubt, the Seller Representative shall have authority and power to act on behalf of each Blocker Owner and Company Unitholder with respect to the disposition, settlement or other handling of all claims under this Agreement or the Related Documents and all rights or obligations arising under this Agreement or thereunder. The Blocker Owners and the Company Unitholders shall be bound by all actions taken and documents executed by the Seller Representative in connection with this Agreement and the Related Documents, and the Velocity Parties shall be entitled to rely on any action or decision of the Seller Representative. Notices or communications to or from the Seller Representative shall constitute notice to or from each Blocker Owner or any Company Unitholder.

(b) Authorization. Notwithstanding Section 10.1(a), in the event that the Seller Representative is of the opinion that it requires further authorization or advice from the Blocker Owners and Company Unitholders on any matters concerning this Agreement, the Seller Representative shall be entitled to seek such further authorization from the Blocker Owners and Company Unitholders prior to acting on their behalf. In such event, each Blocker Owner and Company Unitholder shall vote in accordance with the pro rata portion of the Merger Consideration paid to such Blocker Owner, and Company Unitholder in accordance with this Agreement and the authorization of a majority of such Persons shall be binding on all of the Blocker Owners and Company Unitholders and shall constitute the authorization of the Blocker Owners and Company Unitholders. The appointment of the Seller Representative is coupled with an interest and shall be irrevocable by any Blocker Owner or Company Unitholder in any manner or for any reason. This authority granted to the Seller Representative shall not be affected by the death, illness, dissolution, disability, incapacity or other inability to act of any principal pursuant to any applicable Law. BVP BBQ General Partner, LLC hereby accepts its appointment as the initial Seller Representative. Any decision, act, consent or instruction taken by the Seller Representative, on behalf of the Blocker Owners and Company Unitholders, pursuant to this Section 10.1(b) (each, an “Authorized Action”) shall be final, binding and conclusive on each Blocker Owner and Company Unitholder as fully as if such Person had taken such Authorized Action. The Velocity Parties agree that the Seller Representative, as the Seller Representative, shall have no liability to any Velocity Party for any Authorized Action.

(c) Resignation; Vacancies. The Seller Representative may resign from its position as Seller Representative at any time by written notice delivered to the Velocity and the Blocker Owners and Company Unitholders. If there is a vacancy at any time in the position of the Seller Representative for any reason, such vacancy shall be filled by a majority vote in accordance with the method set forth in Section 10.1(b).

(d) No Liability. All acts on behalf of the Seller Representative hereunder in its capacity as such shall be deemed to be acts of the Blocker Owners and Company Unitholders and not of the Seller Representative individually. Without limiting Section 10.5, the Seller Representative shall not be liable to Velocity or any Blocker Owner, Company Unitholder or other Person who may be associated with such Blocker Owner or Company Unitholder in its capacity as the Seller Representative for any reason, including for anything which it may do or refrain from doing in connection with this Agreement or any Related Document; provided, subject to Section 10.1(e), the foregoing will not prevent liability to the Velocity for the Seller Representative’s Intentional Breach of this Agreement. The Seller Representative shall not be liable to the Blocker Owners and Company Unitholders, in its capacity as the Seller Representative, for any liability of any Blocker Owner and Company Unitholder or otherwise, or for any error of judgment or for any mistake in fact or Law, except in the case of the Seller Representative’s gross negligence or willful misconduct as determined in a final and non-appealable judgment of a court of competent jurisdiction. The Seller Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or any Related Document or its duties or rights hereunder or thereunder, and it shall be fully protected with respect to any action taken, omitted or suffered by it in accordance with the advice of such counsel. The Seller Representative shall not by reason of this Agreement have a fiduciary relationship in respect of any Blocker Owner or Company Unitholder, except in respect of amounts received on behalf of any Blocker Owner and Company Unitholder. The Velocity Parties shall be entitled to rely conclusively on any decision, action (or inaction), consent or instruction of the Seller Representative as being the decision, action, consent or instruction of the Blocker Owners and Company Unitholders, and the Velocity and the Merger Subs shall be entitled to deal solely with the Seller Representative (and shall not be required to deal with any individual Blocker Owner or Company Unitholder, in its capacity as such) with respect to all matters in connection with this Agreement. The Velocity Parties are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction of the Seller Representative.

(e) Indemnification; Expenses. Each Blocker Owner and Company Unitholder shall severally (based on each such Blocker Owner’s or Company Unitholder’s Pro Rata Percentage), and not jointly, indemnify and hold harmless the Seller Representative from and against any loss incurred without gross negligence or willful misconduct (as determined in a final and non-appealable judgment of a court of competent jurisdiction) on the part of the Seller Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The Seller Representative may use the Seller Representative Expense Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement or any Related Document shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Blocker Owners and Company Unitholders based on each such Blocker Owner’s and Company Unitholder’s Pro Rata Percentage. From and after the Closing, if the Seller Representative determines that the amounts in the Seller Representative Expense Account are insufficient to satisfy current or future (whether realized or potential) costs and expenses of the Seller Representative, it shall be entitled to withhold on a pro rata basis from amounts otherwise due to the Blocker Owners and the Company Unitholders under this Agreement or under any Related Document amounts as it deems necessary to provide for such administrative costs; provided that such amounts shall be deemed to be included in the Seller Representative Expense Account. The Seller Representative may also from time to time submit invoices to the Blocker Owners and Company Unitholders covering such expenses and liabilities, which shall be paid by the Blocker Owners and Company Unitholders promptly following the receipt thereof based on their respective Blocker Owner’s or Company Unitholder’s Pro Rata Percentages. Upon the request of any Blocker Owner or Company Unitholder, the Seller Representative shall provide such Blocker Owner and Company Unitholder with an accounting of all material expenses and liabilities paid by the Seller Representative in its capacity as such.

(f) Disputes. The Parties acknowledge that the independent members of the Velocity Board shall have sole and exclusive authority to act on behalf of Velocity with respect to any dispute initiated by the Seller Representative, on behalf of the Blocker Owners and the Company Unitholders on the one hand against Velocity.

Section 10.2. Survival. The representations and warranties and the covenants to be performed at or prior to the Closing, in each case, set forth in this Agreement, any Related Document or in any document delivered in connection herewith or therewith shall terminate and be of no further force and effect, and no Party shall have any claim, cause of action, liability or obligation with respect thereto, from and after the Closing; provided that, for the avoidance of doubt, all covenants or agreements of the Parties that by their terms require performance after the Closing shall survive the Closing in accordance with their terms.

Section 10.3. Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or electronic mail or postage prepaid mail (registered or certified) or nationally recognized overnight courier service and shall be deemed given when so delivered by hand or electronic mail, or if mailed, three (3) days after mailing (one Business Day in the case of overnight courier service), as follows:

(a) if to the Velocity Parties to:

Section 10.4. Severability. It is the desire and intent of the Parties that the provisions of this Agreement be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 10.5. Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and the Related Documents and to enforce specifically the terms and provisions of this Agreement and the Related Documents.

Section 10.6. Entire Agreement. This Agreement, the Related Documents and the Confidentiality Agreement (including the Exhibits and Schedules hereto and thereto) contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. No Party shall be liable or bound to any other Party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein or in the Related Documents or the Confidentiality Agreement.

Section 10.7. Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any of the Parties, in whole or in part (including by operation of law in connection with a merger or consolidation or conversion of Velocity), without the prior written consent of the other Parties, which any such Party may withhold in its absolute discretion.

Section 10.8. No Third-Party Beneficiaries. Except as set forth in the last sentence of this Section 10.8 and Section 10.2, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any Person, other than the Parties and such successors and permitted assigns, any legal or equitable rights under this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, (a) each of the Related Parties shall be a third-party beneficiary of the provisions set forth in Section 10.13, (b) if the Closing occurs, (i) each of the D&O Indemnified Persons shall be a third-party beneficiary of the provisions set forth in Section 7.8 and (ii) the Company’s Representatives shall be third-party beneficiaries of the last sentence of Section 7.5(a), (c) following the Closing, the independent directors of the Velocity Board shall be third-party beneficiaries of the provisions set forth in Section 7.8 (d) Sidley is a third-party beneficiary of the provisions set forth in Section 10.18 and (e) Winston and the Sponsor are third-party beneficiaries of the provisions set forth in Section 10.19.

Section 10.9. Amendment. This Agreement may be amended by the Parties at any time before the Closing, by an instrument in writing signed on behalf of each Party, and any purported amendment, modification or supplement by any of the Parties in any manner that does not comply with this Section 10.9 shall be void and of no force and effect.

Section 10.10. Waiver. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party or Parties against whom such waiver is to be effective. No failure or delay of any Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

Section 10.11. Governing Law; Jurisdiction.

(a) This Agreement and all disputes, claims or controversies relating to, arising out of, or in connection with this Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to contracts executed in and to be performed in the State of Delaware, without giving effect to any choice of Law or conflict of Laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(b) Each Party irrevocably agrees that any Action arising out of or relating to this Agreement brought by the other Party or its successors or assigns shall be brought and determined in the Court of Chancery of the State of Delaware (or, solely if such courts decline jurisdiction, in any federal court located in the State of Delaware), and each Party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement and the transactions contemplated hereby. Each Party agrees 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 Party further agrees that notice as provided herein shall constitute sufficient service of process and each Party further waives any argument that such service is insufficient. Each Party 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, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from the 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 (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law.

Section 10.12. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) 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 THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10.12.

Section 10.13. Recourse. All Actions, obligations or losses (whether in Contract, in tort, in Law or in equity, or granted by statute whether by or though attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (i) this Agreement, (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as inducement to, this Agreement), (iii) any breach or violation of this Agreement and (iv) any failure of the Closing to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as Parties. In furtherance and not in limitation of the foregoing, and notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Parties may be partnerships or limited liability companies, each Party covenants, agrees and acknowledges that no recourse under this Agreement, any Related Document or any documents or instruments delivered in connection with this Agreement or any Related Document shall be had against any Party’s Affiliates or any of such Party’s or such Parties Affiliates’ former, current or future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, agents, members, managers, general or limited partners or assignees (each a “Related Party” and collectively, the “Related Parties”), in each case other than the Parties and each of their respective successors and permitted assignees under this Agreement (and, in the case of any Related Document, the applicable Parties thereto and each of their respective successors and permitted assigns), whether in Contract, tort, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of any Party under this Agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, that nothing in this Section 10.13 shall relieve or otherwise limit the liability of any Party or any of their respective successors or permitted assigns for any breach or violation of its obligations under such agreements, documents or instruments.

Section 10.14. Limitation on Damages. No Party shall be liable for any punitive damages relating to the breach of this Agreement.

Section 10.15. Disclosure Schedules. The information set forth in this Agreement and the Disclosure Schedules attached hereto is disclosed solely for purposes of this Agreement, and no information set forth herein or therein shall be deemed to be an admission by any Party to any Person (including any other Party) of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding any provision of this Agreement or anything to the contrary contained in the Disclosure Schedules, the information and disclosures contained in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to, and qualify, any representation or warranty of any member of the Company Group to which the relevance of such information and disclosure is reasonably apparent on the face of such disclosure. The fact that any item of information is disclosed in any section or subsection of the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement or is material to or outside the ordinary course of the business of Blocker or any member of the Company Group. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” “Material Adverse Effect,” “Material Adverse Effect on Velocity,” or other similar qualifier in this Agreement. In addition, matters reflected in any section or subsection of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature.

Section 10.16. Interpretation. The headings set forth in this Agreement, in any Exhibit or Schedules hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Except when the context requires otherwise, any reference in this Agreement to any Article, Section, clause, Schedule or Exhibit shall be to the Articles, Sections and clauses of, and Schedules and Exhibits to, this Agreement. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation” and the term “dollar” or “$” means lawful currency of the United States. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, all as in effect on the date of this Agreement. Any reference to the masculine, feminine or neutral gender shall include such other genders and any reference to the singular or plural shall include the other, in each case unless the context otherwise requires. All Exhibits and Disclosure Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. The words “made available” and words of similar import refer to materials posted to the Data Room no later than 5:30 p.m. New York City time on second Business Day prior to the date hereof; provided that any such material that is subject to privilege or confidentiality restrictions has not been uploaded to the Data Room, but has been physically provided to Velocity’s counsel prior to the date of this Agreement.

Section 10.17. No Presumption Against Drafting Party. Each of the Parties acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting Party has no application and is expressly waived.

Section 10.18. Company and Privilege. Company has advised Velocity that Sidley Austin LLP (“Sidley”) has represented the Company Group and certain Company Unitholders prior to the Closing with respect to the transactions contemplated hereby (the “Sidley Pre-Closing Engagement”), and, recognizing that the Company Group intends to engage Sidley to act as legal counsel to the Company Group and their Affiliates after the Closing, Velocity hereby waives, on its own behalf, and agrees to cause its Affiliates, to waive any conflict of interest that may arise in connection with Sidley representing the Company Group or any of their respective Affiliates after the Closing as it relates to the Sidley Pre-Closing Engagement. The parties understand and specifically agree that Sidley may withdraw from representing the Company Group and continue to represent the Company, even if the interests of the Company Group, and the interests of the Company Group are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and even though Sidley may have represented the Company Group in a matter substantially related to such dispute or may be handling ongoing matters for the Company Group or any of its Affiliates, and Velocity hereby consents thereto and waives any conflict of interest arising therefrom. In light of the foregoing and subject to the following sentence, the Parties agree that any attorney-client privilege, attorney work-product to the extent recognized as such under applicable Law with respect to the Sidley Pre-Closing Engagement and all information and documents to the extent covered by such privilege or protection under applicable Law and all confidential communications solely between and documents solely exchanged by the Company Group, the Company, or their respective Affiliates and all other right to any evidentiary privilege that attach as a result of Sidley representing the Company Group, on one hand, and Sidley, on the other hand, with respect to the Sidley Pre-Closing Engagement (the “Sidley Privileged Communications”) shall survive the Closing and remain in effect, shall belong to and be controlled by the Company (and not the Company Group) and may be waived only by the Company (and not the Company Group) and shall not pass to or be claimed or used by Velocity or any of its Affiliates after the Closing. In furtherance of the foregoing, each of the Parties agree that, the Company Group shall not, without the Company’s consent, have access to the files of Sidley relating to the Sidley Pre-Closing Engagement to the extent they constitute Sidley Privileged Communications. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Company and its respective Affiliates (and not the Company Group) shall be the sole holders of the Sidley Privileged Communications with respect to the Sidley Pre-Closing Engagement, and no member of the Company Group shall be a holder thereof, (b) to the extent that files of Sidley in respect of the Sidley Pre-Closing Engagement constitute property of the Company or Sidley Privileged Communications, only the Company and their Affiliates (and not the Company Group) shall hold such property rights and (c) Sidley shall have no duty whatsoever to reveal or disclose any such Sidley Privileged Communications to any of the Company Group by reason of any attorney-client relationship between Sidley and the Company Group or otherwise. Sidley shall not disclose any Sidley Privileged Communications to any third parties (other than representatives, accountants and advisors of the Company and their respective Affiliates; provided that such representatives, accountants and advisors are instructed to maintain the confidence of the Sidley Privileged Communications).

Section 10.19. Velocity and Privilege. Velocity has advised the Company and Parties that Winston & Strawn LLP (“Winston”) has represented the Velocity Parties prior to the Closing with respect to the transactions contemplated hereby (the “Winston Pre-Closing Engagement”), and, recognizing that the Sponsor intends to engage Winston to act as legal counsel to the Sponsor and its Affiliates after the Closing, the Company and the Company Group hereby waives, on its own behalf, and agrees to cause its respective Affiliates, to waive any conflict of interest that may arise in connection with Winston representing the Sponsor or any of its Affiliates after the Closing as it relates to the Winston Pre-Closing Engagement. The parties understand and specifically agree that Winston may withdraw from representing Velocity and continue to represent the Sponsor and its Affiliates, even if the interests of Velocity, and the interests of the Sponsor and its Affiliates are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and even though Winston may have represented a Velocity Party in a matter substantially related to such dispute, and each Velocity Party, the Company and the Company Group hereby consent thereto and waive any conflict of interest arising therefrom. In light of the foregoing and subject to the following sentence, the Parties agree that any attorney-client privilege, attorney work-product to the extent recognized as such under applicable Law with respect to the Winston Pre-Closing Engagement and all information and documents to the extent covered by such privilege or protection under applicable Law and all confidential communications solely between and documents exchanged by the Velocity Parties, or their respective Affiliates and all other right to any evidentiary privilege that attach as a result of Winston representing any Velocity Party , on one hand, and Winston, on the other hand, with respect to the Winston Pre-Closing Engagement (the “Winston Privileged Communications”) shall survive the Closing and remain in effect, shall automatically be assigned at Closing, without any further action by any party to (and belong to and be controlled by) the Sponsor (and not any Velocity Party) and may be waived only by the Sponsor (and not by any Velocity Party). In furtherance of the foregoing, each of the Parties agree that, no any Velocity Party shall not, without the Sponsor’s consent, have access to the files of Winston relating to the Winston Pre-Closing Engagement to the extent they constitute Winston Privileged Communications. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Sponsor and its Affiliates (and no any Velocity Party) shall be the sole holders of the Winston Privileged Communications with respect to the Winston Pre-Closing Engagement, and no any Velocity Party shall be a holder thereof, (b) to the extent that files of Winston in respect of the Winston Pre-Closing Engagement constitute property of Winston or Winston Privileged Communications, only the Sponsor and its Affiliates (and any Velocity Party) shall hold such property rights and (c) Winston shall have no duty whatsoever to reveal or disclose any such Winston Privileged Communications to any Velocity Party or the Company or Blocker by reason of any attorney-client relationship between Winston and the Sponsor or otherwise. Winston shall not disclose any Winston Privileged Communications to any third parties (other than representatives, accountants and advisors of the Sponsor and its Affiliates; provided that such representatives, accountants and advisors are instructed to maintain the confidence of the Winston Privileged Communications).

Section 10.20. Execution of Agreement. This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one (1) and the same agreement, and shall become effective when one (1) or more such counterparts have been signed by each of the Parties and delivered to the other Party. Facsimile or electronic mail transmission of counterpart signatures to this Agreement shall be acceptable and binding.

* * * *

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

ANNEX I

DEFINITIONS

As used herein, each of the following bolded and italicized terms has the meaning specified in this Section 1 of this Annex I:

“Action” means any action, claim, complaint, petition, suit, investigation, audit, mediation, litigation, arbitration or other proceeding by or before any Governmental Authority or arbitrator, whether civil or criminal, at law or in equity.

“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such first Person.

“Antitrust Laws” means the Sherman Act, the Clayton Act, the Federal Trade Commission Act, all applicable foreign antitrust Laws and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Approval” means any consent, approval, authorization, waiver or Permit, or expiration or termination of an applicable waiting period.

“Benefit Plans” means each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), and each stock purchase, stock option, phantom interest, restricted stock unit, performance stock unit, other equity or equity-based incentives, severance, vacation, fringe benefit, health, welfare, retirement, pension, supplemental insurance, employment, change-of-control, transaction or retention, bonus, incentive, deferred compensation and other benefit plan, agreement, program, policy or commitment, whether or not subject to ERISA, (a) under which any current or former director, officer or employee of any member of the Company Group participates or has any right to benefits from any member of the Company Group and (b) which is maintained, sponsored or contributed to by any member of the Company Group or to which any member of the Company Group has any liability or makes or is required to make contributions with respect to such directors, officers or employees.

“Blocker Equity Interests” means the issued and outstanding limited partnership interests or other equity interest in Blocker immediately prior to the Blocker Effective Time.

“Blocker Merger Consideration” means as to any specific Blocker Owner, (i) a number of shares of PubCo Class A Common Stock, each with a value of $10.00 per share, and in the aggregate with a value equal to such Blocker Owner’s Pro Rata Percentage of the Equity Value, and (ii) a number of shares of Earn Out Securities (if released from the Earn Out Escrow Account in accordance with Section 2.8) in each case as set forth on the Allocation Schedule.

“Blocker Owners” means the persons or entities listed on the Allocation Schedule as holders of Blocker Equity Interests.

“Blocker Owner’s Pro Rata Percentage” is as set forth on the Allocation Schedule.

“Blocker Partnership Agreement” means that certain Amended and Restated Agreement of Limited Partnership of Blocker, dated as of August 28, 2020.

“Business” means the businesses and operations of the Company Group as currently conducted.

“Business Combination” means any merger, capital stock exchange, asset, stock purchase, reorganization or other similar business combination involving Velocity and one (1) or more businesses or entities (other than the Company, Blocker or any member of the Company Group).

“Business Combination Proposal” means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest with respect to the Company), relating to a Business Combination.

“Business Day” means any day other than (a) any Saturday or Sunday or (b) any other day on which banks located in New York, New York are required or authorized by Law to be closed for business.

“Cash Proceeds” means the amount of cash available in the Trust Account for distribution at the Closing, after giving effect to the redemptions to which each holder of Velocity Common Stock is entitled under the Velocity Governing Documents.

“Class A Unitholder” means each holder (other than Blocker prior to the Velocity Merger and Velocity after the Velocity Merger) of Class A Units.

“Class A Units” means the Class A-1 Units and the Class A-2 Units.

“Class A-1 Unit” means “Class A-1 Unit,” as defined in the Company LLC Agreement.

“Class A-2 Unit” means “Class A-2 Unit,” as defined in the Company LLC Agreement.

“Class B Unit” means “Class B Unit,” as defined in the Company LLC Agreement.

“Class B Unitholder” means each holder (other than Blocker prior to the Velocity Merger and Velocity after the Velocity Merger) of Class B Units.

“Closing Price” means, on any day of determination, the closing price on NASDAQ for a Velocity Common Stock.

“Code” means the Internal Revenue Code of 1986.

“Company Disclosure Schedules” means the disclosure schedules of the Blocker and the Company delivered to Velocity in connection with this Agreement.

“Company Group” means the Company and the Company Subsidiaries.

“Company IT Assets” means all Software, systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches, and all other information technology equipment, and all associated documentation, in each case, used or held for use in connection with conducting the business of the Company Group as currently conducted and as proposed to be conducted.

“Company LLC Agreement” means the Limited Liability Company Agreement of the Company, dated as of August 28, 2020.

“Company Sale” means (i) any transaction or series of related transactions that results in any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring equity securities that represent more than 50% of the total voting power of Velocity or (ii) a sale or disposition of all or substantially all of the assets of Velocity and its Subsidiaries on a consolidated basis, in each case other than a transaction or series of related transactions which results in at least 50% of the combined voting power of the then outstanding voting securities of Velocity (or any successor to Velocity) immediately following the closing of such transaction (or series of related transactions) being beneficially owned, directly or indirectly, by individuals and entities (or Affiliates of such individuals and entities) who were the beneficial owners, respectively, of at least 50% of the equity securities of Velocity immediately prior to such transaction (or series of related transactions).

“Company Sale Price” means the actual or implied price per share for one (1) PubCo Class A Common Stock in a Company Sale, inclusive of any escrows, holdbacks or fixed deferred purchase price, contingent deferred purchase price, earnouts or the like and assuming the maximum of such amounts will be paid (but in the case of the earnout set forth in Section 2.8 or paragraph 7(e) of the Sponsor Agreement, taking into account only the number of shares of PubCo Class A Common Stock subject to such earnouts that would be released from escrow or vest (as applicable) given the Company Sale Price. If and to the extent the price is payable in whole or in part with consideration other than cash, the price for such non-cash consideration shall be determined as follows: (i) with respect to any securities: (A) the average of the closing prices of the sales of the securities on all securities exchanges on which the securities may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such securities are not so listed, the average of the representative bid and asked prices quoted in the NASDAQ system as of 4:00 P.M., New York time, or, if on any day such securities are not quoted in the NASDAQ system, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which such value is being determined and the 20 consecutive business days prior to such day or (B) if at any time the securities are not listed on any securities exchange or quoted in the NASDAQ system or the over-the-counter market, the value of each such security shall be equal to the fair value thereof as of the date of valuation as determined by an independent, nationally recognized investment banking firm to be appointed with the mutual approval of the Sponsor and the Seller Representative on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction, taking into account all factors determinative of value as the investment banking firm determines relevant (and giving effect to any transfer Taxes payable in connection with such sale) and (ii) with respect to any other non-cash assets, the fair value thereof as of the date of valuation as determined by an independent, nationally recognized investment banking firm to be appointed with the mutual approval of the Sponsor and the Seller Representative on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction, taking into account all factors determinative of value as the investment banking firm determines relevant (and giving effect to any transfer Taxes payable in connection with such sale).

“Company Subsidiaries” means the Subsidiaries of the Company.

“Company Units” means the Class A-1 Units, the Class A-2 Units and the Class B Units.

“Company Unitholder” means each Class A Unitholder and Class B Unitholder.

“Company Unitholder Merger Consideration” means, as to any specific Company Unitholder, (i) a number of Class A Units, each with a value of $10.00 per unit, and in the aggregate with a value equal to such Company Unitholder’s Pro Rata Percentage of the Equity Value, (ii) Pubco Class B Common Stock the number of which shall equal the number of Company Units to be received by such Company Unitholder pursuant to clause (i) hereof, and (iii) a number of shares of Earn Out Securities (if released from the Earn Out Escrow Account in accordance with Section 2.8), in each case, as set forth on the Allocation Schedule.

“Company Unitholder’s Pro Rata Percentage” is as set forth on the Allocation Schedule.

“Contract” means any written or enforceable oral contract, agreement, franchise, license, sublicense, lease, use or occupancy agreement, sublease, sales order, purchase order, credit agreement, indenture, mortgage, note, bond or warrant (including all amendments, supplements and modifications thereto).

“Control” (including, with correlative meanings, “controlled by” and “under common control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“COVID-19” means the novel coronavirus, SARS-CoV-2 or COVID-19 (and all related strains and sequences), including any intensification, resurgence or any evolutions or mutations thereof, and/or related or associated epidemics, pandemics, disease outbreaks or public health emergencies.

“COVID-19 Measures” means any applicable quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other applicable Law, Order, directive, guideline or recommendation by an applicable Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or any other industry group in connection with or in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (CARES).

“Disclosure Schedules” means each of the Company Disclosure Schedules and Velocity Disclosure Schedules.

“Earn Out Period” means the five (5) year period following the Closing Date.

“Encumbrance” means any lease, option, encroachment, conditional sales agreement, right of pre-emption, lien, encumbrance, security interest, pledge, mortgage, easement, right-of-way, deed of trust, hypothecation or restriction on transfer of title or voting, charge or restriction of any kind (except for restrictions on transfer under the Securities Act and applicable state securities laws) whether imposed by Contract, understanding, Law, equity or otherwise, except for any restrictions on transfer generally arising under any applicable federal or state securities Laws, the Company LLC Agreement or the Amended LLC Agreement.

“Equity Value” means $687,000,000.

“Escrow Agent” means the escrow agent under the Earn Out Escrow Agreement.

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

“Exhibits” means the exhibits to this Agreement.

“Fraud” means a knowing and intentional fraud committed by a Party in the making of a representation or warranty expressly set forth in this Agreement or any Related Document or in any certificate delivered pursuant hereto or thereto, as applicable; provided that (a) such representation or warranty was false or inaccurate at the time such representation or warranty was made, (b) the Party making such representation or warranty had actual knowledge (and not imputed or constructive knowledge), without any duty of inquiry or investigation, that such representation or warranty was false or inaccurate when made, and (c) such Party had the specific intent to deceive another Party and induce such other Party to enter into this Agreement or consummate the transactions, as applicable.

“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time.

“Governing Documents” means (a) in the case of a company or corporation, its certificate of incorporation (or analogous document) and bylaws or memorandum and articles of association as amended from time to time (as applicable), (b) in the case of a limited liability company, its certificate of formation (or analogous document) and limited liability company operating agreement, or (c) in the case of a Person other than a corporation or limited liability company, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

“Governmental Authority” means any supranational, federal, state, provincial, local, county or municipal government, governmental, regulatory or administrative agency, department, court, commission, board, bureau or other authority or instrumentality, domestic or foreign or any arbitrator or arbitral panel (public or private).

“Hazardous Substances” means (a) any substance, material or waste that is listed, classified or regulated under any Environmental Laws as a pollutant or contaminant or as hazardous or toxic, (b) any petroleum product or by-product, asbestos-containing material, lead-containing paint, polychlorinated biphenyls, per and polyfluoroalkyl substances radioactive material or radon or (c) any other substance, material or waste that may give rise to liability or for which standards of conduct may be imposed under any Environmental Laws.

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

“Indebtedness” means, with respect to any Person as of any time of determination, without duplication, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar debt instruments, (c) all obligations of such Person as lessee under leases that have been or should, in accordance with GAAP, recorded as financing leases, (d) all obligations, contingent or otherwise, of such Person under banker’s acceptance, letters of credit or similar arrangements, in each case, to the extent drawn, (e) all indebtedness of other Persons referred to in clauses (a) through (c) above guaranteed by such Person through an agreement (i) to pay or purchase such indebtedness or to advance or supply funds for the payment or purchase of such indebtedness or (ii) otherwise to guarantee a creditor against loss and (f) all indebtedness referred to in clauses (a) through (e) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property (including account and contract rights) owned by such person, even though such Person has not assumed or become liable for payment of such Indebtedness.

“Independent Director” means any director of a corporation who meets the requirements of “independent director” for all purposes under the rules and regulations of the SEC and the NASDAQ.

“Intellectual Property” means intellectual property rights arising anywhere in the world, including: (a) trademarks, trade names, service marks, certification marks, trade names, trade dress, logos, slogans, tag lines, fictitious business names, uniform resource locators, domain names, social media accounts and handles, and all other source or business identifiers or designators of origin (whether registered or unregistered), and all registrations of and applications to register any of the foregoing, and renewals and extensions thereof, and all common law rights in and goodwill associated with any of the foregoing; (b) patents, industrial designs, utility models, invention disclosures, and applications for any of the foregoing, including all reissues, divisional, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (c) works of authorship, websites, copyright rights, mask work rights, database rights, and design rights (all whether registered or unregistered); registrations and applications for registration of, and all renewals and extensions of, any of the foregoing and all and moral rights in associated with any of the foregoing; (d) computer software, firmware, databases, data collections and related documentation and materials, including source code, object code, code repositories, development tools, application programming interfaces, user interfaces, architecture, files, manuals, programmers’ notes, derivative works, foreign language versions, fixes, upgrades, updates, enhancements, current and prior versions and releases, and all media and other tangible property necessary for the delivery or transfer of any of the foregoing (collectively, “Software”); (e) proprietary and confidential information data, and know-how and trade secrets, including inventions (whether or not patentable or reduced to practice), invention disclosures, ideas, developments, improvements, designs, drawings, algorithms, source code, methods, processes, techniques, formulae, research and development, compilations, compositions, manufacturing processes, production processes, devices, specifications, reports, analyses, data, data analytics, customer lists, supplier lists, pricing information, cost information, business plans, business proposals, marketing plans, and marketing proposals; (f) all economic rights of authors and inventors, however denominated; (g) any rights recognized under applicable Law that are equivalent or similar to any of the foregoing; and (h) the right to recover for damages and profits for past and future infringement of any part of the foregoing.

“Intentional Breach” means a breach which has resulted from either (a) Fraud or (b) a deliberate act or failure to act with actual knowledge that the act or failure to act constituted, or would result in, a material breach of this Agreement.

“Investment Company Act” means the Investment Company Act of 1940.

“IPO” means Velocity’s initial public offering consummated on February 25, 2021, as contemplated by the Prospectus.

“IPO Underwriter” means Citigroup Global Markets Inc. and Canaccord Genuity LLC.

“IPO Underwriter Fees” means the costs and expenses incurred by Velocity and its Affiliates in connection with the IPO that are due and payable to the IPO Underwriter upon the consummation of the transactions contemplated by this Agreement.

“Knowledge of Velocity” means the actual knowledge of Doug Jacob and Garrett Schreiber, none of whom shall have any personal liability or obligations of inquiry or investigation regarding such knowledge.

“Knowledge of the Company” means the actual knowledge of Russell Wheeler, Trent Meyerhoefer and Jason Stutes, none of whom shall have any personal liability or obligations of inquiry or investigation regarding such knowledge.

“Law” means any law (including common law), statute, ordinance, rule, regulation or Order issued, enacted, promulgated, entered into, agreed or imposed by any Governmental Authority.

“Liability” or “liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Action and those arising under any Contract, agreement, arrangement, commitment or undertaking.

“Licensed Intellectual Property” means all Intellectual Property related to the Business that is owned by a third party and licensed or sublicensed by any member of each Company Group.

“Lookback Date” means August 28, 2020.

“Malicious Code” means any (i) back door, time bomb, drop dead device, or other Software routine designed to disable a computer program automatically with the passage of time or under the positive control of a Person other than the user of the program; (ii) virus, Trojan horse, worm, or other Software routine or hardware component designed to permit unauthorized access, to disable, erase, or otherwise harm Software, hardware, or data; and (iii) similar programs.

 “Management Board” means “Management Board,” as defined in the Company LLC Agreement. 

“Material Adverse Effect” means any event, change, development or effect that, individually or in the aggregate with all other events, changes, developments or effects, has had, or would reasonably be expected to have, a material adverse effect upon (a) the assets, liabilities, condition (financial or otherwise), the business or results of operations of the Company Group and Blocker, taken as a whole, or (b) the ability of the Company Group and Blocker, taken as a whole, to consummate the transactions contemplated hereunder in accordance with the terms and subject to the conditions set forth herein; provided that in the case of clause (a), the following, and any event, change, development or effect arising therefrom or related thereto, shall not be taken into account in determining whether a “Material Adverse Effect” shall have occurred:

(ii) changes in any financial, debt, credit, capital or banking markets or conditions (including any disruption thereof);

(iii) changes in interest, currency or exchange rates or the price of any commodity, security or market index;

(iv) changes (after the date of this Agreement) in legal or regulatory conditions, including changes or proposed changes in Law, GAAP or other accounting principles or requirements, or standards, interpretations or enforcement thereof;

(v) changes that are generally applicable to the industries or markets in which the Company Group and Blocker operates;

(vi) any change in the market price or trading volume of any indebtedness of any member of the Company Group and Blocker (it being understood that the underlying causes of such change may, if they are not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred);

(vii) any failure of the Company Group or Blocker to meet any internal or public projections, forecasts, budgets or estimates of or relating to the Company Group or Blocker for any period, including with respect to revenue, earnings, cash flow or cash position (it being understood that the underlying causes of such decline or failure may, if they are not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred);

(viii) the occurrence, escalation, outbreak or worsening of any hostilities, war, police action, acts of terrorism, cyberattack or military conflicts, whether or not pursuant to the declaration of an emergency or war;

(ix) the existence, occurrence or continuation of any force majeure events, including any earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters or any national, international or regional calamity, or any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic);

(x) any epidemic, pandemic or disease outbreak (including COVID-19), or any Law issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for COVID-19 Measures, business closures, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including COVID-19) or any change in such Law or interpretation thereof following the date of this Agreement or any worsening of such conditions threatened or existing as of the date of this Agreement;

(xi) any Action expressly and specifically required to occur pursuant this Agreement or the transactions expressly contemplated by this Agreement;

(xii) the execution, announcement, performance or existence of this Agreement, in each case in accordance with the terms of this Agreement, the identity of the Parties or any of their respective Affiliates, Representatives or financing sources;

(xiii) the taking of any action by the Company Group or Blocker expressly required by the terms of this Agreement, including the failure to take any action restricted by this Agreement (but excluding effects resulting from the Closing);

(xiv) any actions taken, or not taken, with the consent, waiver or at the request of Velocity or any action taken to the extent expressly permitted by this Agreement;

(xv) any actions taken by Velocity or any of its Affiliates or any of their respective Representatives or financing sources after the date of this Agreement; and

(xvi) any matters disclosed in the Company Disclosure Schedules,

provided, however, that any event, change, development or effect resulting from a matter described in any of the foregoing clauses (i) through (v) may be taken into account in determining whether a Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect, development or occurrence has a disproportionate effect on the Company Group, taken as a whole, relative to other participants operating in the industries or markets in the geographies in which the Company Group operate.

“Material Adverse Effect on Velocity” means any event, change, development or effect that, individually or in the aggregate with all other events, changes, developments or effects, has had, or would reasonably be expected to have, a material adverse effect upon (a) the assets, liabilities, condition (financial or otherwise), the business or results of operations of Velocity, or (b) the ability of Velocity to consummate the transactions contemplated hereunder in accordance with the terms and subject to the conditions set forth herein; provided that in the case of clause (a), the following, and any event, change, development or effect arising therefrom or related thereto, shall not be taken into account in determining whether a “Material Adverse Effect on Velocity” shall have occurred:

(ii) changes in any financial, debt, credit, capital or banking markets or conditions (including any disruption thereof);

(iii) changes in interest, currency or exchange rates or the price of any commodity, security or market index;

(iv) changes (after the date of this Agreement) in legal or regulatory conditions, including changes or proposed changes in Law, GAAP or other accounting principles or requirements, or standards, interpretations or enforcement thereof;

(v) the occurrence, escalation, outbreak or worsening of any hostilities, war, police action, acts of terrorism, cyberattack or military conflicts, whether or not pursuant to the declaration of an emergency or war;

(vi) the existence, occurrence or continuation of any force majeure events, including any earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters or any national, international or regional calamity, or any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic);

(vii) any epidemic, pandemic or disease outbreak (including COVID-19), or any Law issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for COVID-19 Measures, business closures, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including COVID-19) or any change in such Law or interpretation thereof following the date of this Agreement or any worsening of such conditions threatened or existing as of the date of this Agreement;

(viii) any Action expressly and specifically required to occur pursuant this Agreement or the transactions expressly contemplated by this Agreement;

(ix) the execution, announcement, performance or existence of this Agreement, in each case in accordance with the terms of this Agreement, the identity of the Parties or any of its Affiliates, Representatives or financing sources;

(x) the taking of any action by Velocity expressly required by the terms of this Agreement, including the failure to take any action restricted by this Agreement (but excluding effects resulting from the Closing);

(xi) the consummation and effects of satisfying any redemption request by holders of Class A Common Stock in accordance with the Velocity Governing Documents;

(xii) any actions taken, or not taken, with the consent, waiver or at the request of the Seller Representative, the Company or Blocker or any action taken to the extent expressly permitted by this Agreement;

(xiii) any actions taken by Blocker, the Company or any of their respective Affiliates or any of their respective Representatives or financing sources after the date of this Agreement; and

(xv) any matters disclosed in the Velocity Disclosure Schedules,

provided, however, that any event, change, development or effect resulting from a matter described in any of the foregoing clauses (i) through (iv) may be taken into account in determining whether a Material Adverse Effect on Velocity has occurred or is reasonably likely to occur to the extent such change, event, effect, development or occurrence has a disproportionate effect on the Velocity Parties, taken as a whole, relative to other participants operating in the industries or markets in the geographies in which the Velocity Parties operate.

“Merger Consideration” means the Blocker Merger Consideration and the Company Unitholder Merger Consideration.

“Merger Subs” means the Company Merger Sub and Blocker Merger Sub.

“NASDAQ” means The Nasdaq Capital Market.

“New Equity Plan Size” means, subject to adjustment as provided in the New Equity Plan, (i) 10% of the aggregate number of the sum of (x) shares of Velocity Common Stock outstanding at the Closing (but without inclusion of any Earn Out Shares) and (y) securities convertible into Velocity Common Stock, plus (ii) a corresponding increase for any reduction contemplated under Section 2.6(d), with an annual “evergreen” increase of not more than 5% of the shares of Velocity Common Stock outstanding as of the day prior to such increase.

“Order” means any writ, award, determination, settlement, stipulation, injunction, judgment, decree, order, ruling, subpoena, notice of violation or verdict or other decision issued, promulgated or entered by or with any Governmental Authority of competent jurisdiction, in each case whether preliminary or final.

“Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by the Company Group.

“Owned Software” means all Software that is Owned Intellectual Property.

“Pass-Through Income Tax” means any income Tax with respect to which the Company Unitholders (or any of their direct or indirect owners) would be primarily liable as a matter of Tax Law (e.g., the income Tax liability for items of income, gain, loss, deduction and credit passed-through to owners of an entity treated as a partnership for U.S. federal income Tax purposes).

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

“PCAOB Financial Statements” means the Financial Statements that have been audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor.

“Permit” means any permit, license, approval, franchise, consent, registration, variance, certification, endorsement or qualification granted by or obtained from any Governmental Authority pursuant to Law.

“Permitted Encumbrances” means (a) those Encumbrances reflected in reserved against or otherwise disclosed on the Financial Statements, (b) mechanics’, carriers’, workmen’s, repairmen’s or other similar Encumbrances arising or incurred in the ordinary course of such Business or which not yet delinquent or are being contested in good faith by appropriate filings, (c) Encumbrances arising in connection with financing incurred in the ordinary course of the Business consistent with past practice to acquire equipment acquired to satisfy express requirements pursuant to Contracts with customers, original purchase price conditional sales contracts and equipment leases and financing with third parties entered into in the ordinary course of such Business consistent with past practice, (d) statutory liens for Taxes, assessments and other governmental charges that are not due and payable or that may thereafter be paid without penalty or that are being contested in good faith by appropriate proceedings, (e) all Encumbrances created by, arising under, or existing as a result of any Law applicable thereto, (f) all rights reserved to or vested in any Governmental Authority to control or regulate any asset or property in any manner and all Laws applicable to assets or properties, (g) Encumbrances that do not, individually or in the aggregate, materially impair such Business or the continued use or operation of the assets of the Company Group as currently used or operated, (h) easements, covenants, rights-of-way and other similar restrictions of record that do not, or would not reasonably be expected to, materially interfere any member of the Company Group’s present uses or occupancy of the subject real property, (i) any conditions that may be shown by a current, accurate survey or physical inspection of any parcel of real property owned or leased by any member of the Company Group made prior to Closing, (j) zoning, building, code, land use and other similar restrictions which are imposed by any Governmental Authority having jurisdiction over such real property and which are not violated by the current occupancy of such real property or the operation of the businesses of the Company Group, which, individually or in the aggregate, do not materially impair the continued use, operation of and access to any parcel of real property owned or leased by any member of the Company Group in such Business, (k) Encumbrances which have been insured against by owner or leasehold title insurance policies benefitting any member of the Company Group owning or leasing the parcel of real property, (l) Encumbrances securing rental payments under capital leases, (m) Encumbrances securing payment, or other obligations, of any member of the Company Group with respect to Indebtedness created or incurred under any of the Company Group’s respective credit facilities entered into prior to the date of this Agreement and (n) other Encumbrances arising in the ordinary course of the Business and not incurred in connection with the borrowing of money that are not, individually or in the aggregate, material to the Company Group.

“Person” means and includes any domestic or foreign individual, partnership, corporation, limited liability company, group, association, joint stock company, trust, estate, joint venture, unincorporated organization or any other form of business or professional entity or Governmental Authority (or any department, agency or political subdivision thereof).

“Personal Information” means, to the extent regulated Contract, Law or privacy policy applicable to the Company Group, any data that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, including: name; Social Security number; government-issued identification numbers; health or medical information, including health insurance information; financial account information; passport numbers; user names/email addresses in combination with a password or security code that would allow access to an online account; unique biometric identifiers (e.g., fingerprints, retinal scans, face scans, or DNA profile); employee ID numbers; date of birth; digital signature; and Internet Protocol (IP) addresses; or any other data that constitutes personal information or personal data under applicable Law.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion of a Straddle Period beginning before the Closing Date and ending on the Closing Date.

“Privacy and Security Requirements” means, to the extent applicable to Company Group, (a) any Laws regulating the processing of Protected Data including, without limitation, Section 5 of the Federal Trade Commission Act, all state Laws related to unfair or deceptive trade practices, the California Consumer Privacy Act and any implementing regulations therein (together, the “CCPA”), the Fair Credit Reporting Act (“FCRA”), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM”), all Laws related to online privacy policies, the Telephone Consumer Protection Act (“TCPA”), the Illinois Biometric Information Privacy Act (“BIPA”), all Laws related to faxes, telemarketing and text messaging, and all Laws related to breach notification; (b) the Payment Card Industry Data Security Standard issued by the PCI Security Standards Council, as it may be amended from time to time (“PCI DSS”); (c) all Contracts between the Company Group and any Person that are applicable to the PCI DSS and/or the processing of Protected Data; and (d) all policies and procedures applicable to the Company Group relating to the PCI DSS and/or the processing of Protected Data, including without limitation all website and mobile application privacy policies and internal information security procedures.

“Process” means the creation, collection, use (including, without limitation, for the purposes of sending telephone calls, text messages and emails), storage, maintenance, processing, recording, distribution, transfer, transmission, receipt, import, export, protection, safeguarding, access, disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium).

“Products” means all products sold by the Company Group in the operation of its business.

“Prospectus” means that certain final prospectus of Velocity, dated February 22, 2021, prepared, filed and made available to the public in accordance with applicable securities law, rules and regulations.

“Protected Data” means Personal Information and all data for which the Company Group is required by Law, Contract or privacy policy to safeguard and/or keep confidential or private, including all such data transmitted to the Company Group by customers of the Company Group or Persons that interact with the Company Group.

“PubCo Class A Common Stock” means, after the Closing, the Class A common stock, par value $0.0001 per share, of Velocity.

“PubCo Class B Common Stock” means, after the Closing, the Class B common stock, par value $0.0001 per share, of the Surviving Company, which Class B common stock will represent a voting, non-economic, ownership interest in Velocity.

“Publicly Available Software” means (i) any Software that is distributed as free software or open source software (including Software distributed under the GNU General Public License, the GNU Lesser General Public License, the Affero General Public License, any Creative Commons “ShareAlike” license, or the Apache Software License), or pursuant to open source, copyleft, or similar licensing and distribution models; and (ii) any Software that requires as a condition of use, modification, and/or distribution of such Software that such Software or other Software incorporated into, linked to, derived from, or distributed with such Software (A) be disclosed or distributed in source code form, (B) be licensed for the purpose of making derivative works, or (C) be redistributable at no or minimal charge.

“Related Documents” means the Amended Registration Rights Agreement, the Investor Rights Agreement, the Sponsor Support Agreement, the Earn Out Escrow Agreement, the Amended LLC Agreement, the Tax Receivables Agreement, the Exchange Agreement, the Blocker Letter of Transmittals, the Company Unitholder Letter of Transmittals and such other agreements and documents contemplated by this Agreement, as amended, modified or supplemented from time to time.

“Related Person” means, with respect to any Person, (a) any Affiliate of such Person, (b) any Person that beneficially owns at least 10% of the outstanding equity interests of such Person, or (c) any parent, child, sibling or spouse who resides with, or is a dependent of, any Person described in clauses (a) and (b) above.

“Release” means any release, pumping, pouring, emptying, injecting, escaping, leaching, migrating, dumping, seepage, spill, leak, flow, discharge, disposal or emission.

“Representatives” means, with respect to any Person, such Person’s directors, managers, officers, employees, agents and advisors (including accountants, consultants, investment bankers, legal counsel and other experts) and other representatives.

“Sanctions Authority” means the United States of America (including U.S. Department of Treasury’s Office of Foreign Assets Control, Department of State and the Bureau of Industry and Security of the Department of Commerce), Her Majesty’s Treasury of the United Kingdom, the Council of the European Union, and the United Nations or its Security Council.

“Schedules” means the schedules to this Agreement, including the Disclosure Schedules.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

“Security Breach” means any (i) security breach or breach of Protected Data under applicable Privacy and Security Requirements, including any unauthorized access, acquisition, use, disclosure, modification, deletion, or destruction of information (including Protected Data); or (ii) unauthorized third-party interference with system operations or security safeguards of the Company Group’s information systems including any phishing incident or ransomware attack.

“Seller Transaction Costs” means any out-of-pocket fees and expenses paid or payable by any member of the Company Group, any of their Affiliates or on any of their respective behalves or for which any of them are liable (whether or not billed or accrued for) as a result of or in connection with the authorization, planning, structuring, preparation, drafting, negotiation, execution and performance of this Agreement, the Related Documents and the transactions contemplated by this Agreement and the Related Documents, including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (ii) all retention bonus, transaction bonus, change of control payment, severance, or similar payments that are created, accelerated, accrue or become payable to any employee, independent contractor, or other service provider of the Company Group or any of their Affiliates solely as a result of the execution or delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, and the employer portion of any Taxes related thereto, (iii) any amounts owed under any contracts terminated pursuant to Section 7.16, (iv) the Seller Representative Expense Amount, and (v) any fifty percent (50%) of all filing fees payable by any member of the Company Group or Velocity to Governmental Authorities in respect of any filings to be made in connection with the transaction under Antitrust Laws.

“Seller Representative Expense Account” means the account maintained by the Seller Representative into which the payment required by the Blocker Owners and the Company Unitholders in accordance with Section 10.1 shall be made and any successor account in which the Seller Representative Expense Amount shall be held by the Seller Representative.

“Seller Representative Expense Amount” means an amount to be designated by the Seller Representative prior to the Closing, and any earnings on such amount, as such amount may be reduced from time to time by payments made therefrom in accordance with the terms hereof.

“Straddle Period” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“Subsidiary” means, with respect to any Person, any other Person, of which an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. For the purposes hereof, the term Subsidiary shall include all Subsidiaries of such Subsidiary.

“Taxes” means, with respect to any Person, all taxes, customs, tariffs, imposts, levies, duties, fees or other like assessments or charges of any kind imposed by a Governmental Authority including any income, gross income, franchise, gross receipts, sales, use, ad valorem, transfer, real property, franchise, license, withholding, payroll, employment or windfall profits taxes, alternative or add-in minimum taxes or other tax of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any Tax Authority on such Person, whether disputed or not.

“Tax Authority” means any Governmental Authority or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“Tax Returns” means any returns, reports, certificates, forms or similar statements or documents (including any related or supporting information or schedules attached thereto and any information returns, amended Tax returns, claims for refund or declaration of estimated Tax) required or permitted to be supplied to, or filed with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax.

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

“Transaction Costs” means Seller Transaction Costs and Velocity Transaction Costs.

“Transaction Tax Deductions” means, without duplication, any exemptions, allowances or deductions of the Company, Blocker or their respective Subsidiaries for U.S. federal, and applicable state and local income Tax purposes resulting from or attributable to (i) unamortized financing costs of the Company, Blocker, or any of their respective Subsidiaries, (ii) any Transaction Costs, and (iii) repayment of the Company’s, Blocker’s or any of their respective Subsidiaries’ existing Indebtedness pursuant hereto (but, in the case of the items described in clauses (i) through (iii), only to the extent the applicable costs, fees or expenses giving rise to the exemptions, allowances or deductions were economically borne by the Company, either (A) because such amounts were included in the determination of the purchase price or (B) because such amounts were paid by the Company or its Affiliates, or the Company, Blocker or their respective Subsidiaries, in each case prior to the Closing). To the extent consistent with Revenue Procedure 2011-29 and applicable Law, the Parties agree to treat seventy-percent (70%) of any Transaction Costs that are success-based fees as deductible for U.S. federal income Tax purposes in the Pre-Closing Tax Period.

“Treasury Regulations” means the permanent and temporary income tax regulations promulgated under the Code, as may be amended from time to time (including corresponding provisions of successor Treasury Regulations).

“Triggering Event I” means if at any time following the Closing but prior to the expiration of the Earn Out Period, the Closing Price of the PubCo Class A Common Stock is greater than or equal to $12.50 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period.

“Triggering Event II” means if at any time following the Closing but prior to the expiration of the Earn Out Period, the Closing Price of the PubCo Class A Common Stock is greater than or equal to $15.00 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period.

“Triggering Event III” means if at any time following the Closing but prior to the expiration of the Earn Out Period, the Closing Price of the PubCo Class A Common Stock is greater than or equal to $17.50 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period.

“Triggering Events” shall mean collectively, Triggering Event I, Triggering Event II and Triggering Event III, and “Triggering Event” shall mean any one such individual event.

“Velocity Board” means, at any time, the board of directors of Velocity.

“Velocity Common Stock” means (a) prior to the Closing, the Class A Common Stock and the Class B Common Stock and (b) following the Closing, the PubCo Class A Common Stock and the PubCo Class B Common Stock.

“Velocity Disclosure Schedules” means the disclosure schedules of Velocity delivered to the Company in connection with this Agreement.

“Velocity Required Shareholder Approvals” means the Velocity Shareholder Approvals set forth in clauses (a), (b) and (c) of the definition thereof, but in the case of such clause (c), solely to the extent related to the amendments to Velocity Governing Documents to (a) increase the number of authorized shares of Velocity Common Stock and (b) adopt a policy on corporate opportunities.

“Velocity Transaction Costs” means any out-of-pocket fees and expenses paid or payable by Velocity, its Affiliates or on any of their respective behalves or for which any of them are liable (whether or not billed or accrued for) as a result of or in connection with the authorization, planning, structuring, preparation, drafting, negotiation, execution and performance of a Business Combination (including this Agreement, the Related Documents and the transactions contemplated by this Agreement and the Related Documents), including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers (including any deferred underwriter fees from Velocity’s initial public offering but excluding Transfer Taxes), (ii) any fees pursuant to Section 7.8(c) and (ii) any fifty percent (50%) of all filing fees payable by any member of the Company Group or Velocity to Governmental Authorities in respect of any filings to be made in connection with the transaction under Antitrust Laws.

“Velocity Shareholder Approvals” means the approval by the affirmative vote of the holders of the requisite number of shares of Velocity Common Stock, whether in person or by proxy at the Velocity Shareholders Meeting (or any adjournment thereof) necessary to approve, as required by the Velocity Governing Documents, the rules and regulations of NASDAQ or other applicable Law, (a) the issuance by Velocity of the shares of PubCo Class A Common Stock and PubCo Class B Common Stock (including the Blocker Merger Consideration, the Company Unitholder Merger Consideration and the Earn Out Shares), in each case, required hereunder to be issued in connection with transactions contemplated by this Agreement, (b) the adoption and approval of this Agreement, the Related Documents and transactions contemplated hereby and thereby, (c)  the amendments to Velocity Governing Documents, (d) the adoption and approval of the New Equity Plan, (e) the appointment of the Company Directors to the Velocity Board as of the Closing in accordance with Section 2.5(b) and (f) any other matters necessary or advisable to effect the consummation of the transactions contemplated hereby.

“Velocity Shareholders Meeting” means a duly held meeting of Velocity’s shareholders for the purpose of obtaining the Velocity Shareholders Approvals.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or similar state Laws.

“Warrant Agreement” means the Warrant Agreement, dated February 22, 2021, by and between Velocity and Continental Stock Transfer & Trust Company, as warrant agent.

2. Additional Definitions.

As used herein, each capitalized term listed below has the meaning identified in the Section set forth opposite such term below.

EXHIBIT A

INVESTOR RIGHTS AGREEMENT

[See attached]

FORM OF INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, by and among [●] (formerly known as Velocity Acquisition Corp.), a Delaware corporation (the “Corporation”), and the BVP Stockholders (as defined below) listed on Schedule A hereto.

WHEREAS, as of the date hereof, the BVP Stockholders beneficially own (as defined below), outstanding shares of Common Stock (as defined below) of the Corporation; and

WHEREAS, the Corporation and the BVP Stockholders wish to set forth herein certain understandings between such parties, including with respect to certain governance and other matters, in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, the parties hereto hereby agree as follows:

Section 1 Definitions; Interpretation.

(a) Definitions. As used herein, the following terms shall have the following respective meanings:

“Affiliate” means, as to any Person, any other Person or entity who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person; provided that, with respect to BVP, the term “Affiliate” shall not include any portfolio companies of BVP or its Affiliates (including the Corporation and its Subsidiaries) unless such entity directly owns any shares of Stock. For the avoidance of doubt, any co-investment vehicle controlled by any of the BVP Entities shall be deemed to be an Affiliate of such BVP Entities. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

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

“beneficial ownership” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “beneficially own” and “beneficial owner” shall have correlative meanings.

“Board” means the board of directors of the Corporation.

“Board Materials” has the meaning set forth in Section 3(f).

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business.

“BVP” means the BVP GP.

“BVP Entities” means (a) BVP and any of its controlled Affiliates or Subsidiaries; (b) any limited liability company, limited partnership, corporation or other entity formed or controlled by or on behalf of any of the foregoing or their Affiliates; or (c) any director, member, manager, partner, principal, officer, or consultant of the BVP GP or any of their respective Affiliates.

“BVP GP” means BVP BBQ General Partner, LLC, a Delaware limited liability company, and its successors and assigns.

“BVP Observer” has the meaning set forth in Section 3(f).

“BVP Stockholder” means any BVP Entity that beneficially owns, directly or indirectly, any shares or units of Stock.

“Common Stock” means the Class A common stock, par value $0.0001 per share, and the Class B Common Stock, par value $0.0001 per share, of the Corporation and any stock into which such common stock may hereafter be changed or converted, or for which such common stock may be exchanged, and shall also include any other class of common stock of the Corporation hereafter authorized.

“Corporation” has the meaning set forth in the Preamble.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“Group” has the meaning set forth in Section 13(d)(3) of the Exchange Act.

“Person” shall be construed broadly and shall include an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity or a governmental entity.

“Representative” has the meaning set forth in Section 5(a).

“SEC” means the U.S. Securities and Exchange Commission or any successor governmental agency.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“Senior Management” means the following officers, if in office, of the Corporation: (i) the Chief Executive Officer; (ii) the President or Co-President; (iii) the Chief Financial Officer (and principal accounting officer, if not the Chief Financial Officer); (iv) the Chief Operating Officer; (v) any Executive Vice President; (vi) the Treasurer; and (vii) the Secretary.

“Stock” means (i) the outstanding shares of Common Stock, (ii) any additional shares of Common Stock that may be issued in the future, (iii) any shares of capital stock of the Corporation into which such shares may be converted or for which they may be exchanged and (iv) any equity interests in BBQ Holding, LLC (or any successor entity) that may be converted or exchanged for any shares of Common Stock.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such Person (either above or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such entity.

Any capitalized term used in any Section of this Agreement that is not defined in this Section 1 shall have the meaning ascribed to it in such other Section.

(b) Rules of Construction. For all purposes of this Agreement, unless otherwise expressly provided: (i) “own,” “ownership,” “held” and “holding” refer to direct or indirect beneficial ownership; (ii) the headings and captions of this Agreement are for convenience of reference only and shall not define, limit or otherwise affect any of the terms hereof; (iii) whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural; (iv) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; (v) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (vi) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (vii) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; and (viii) the term “or” means “and/or.”

Section 2 Rule 144.

The Corporation covenants that so long as the Common Stock is registered pursuant to Section 12(b), Section 12(g) or Section 15(d) of the Exchange Act, it will file any and all reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Corporation is not required to file such reports, it will make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act) and that it will take such further action as the BVP Stockholders may reasonably request, all to the extent required from time to time to enable the BVP Stockholders to sell shares of Common Stock without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

Section 3 Board of Directors.

(a) Nomination of Directors. The BVP Stockholders, collectively, shall have the right, but not the obligation, to nominate for election to the Board in any applicable election that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent BVP director not standing for election in such election, would result in the following number of directors on the Board:

(i) up to five (5) directors, so long as the BVP Entities collectively beneficially own (directly or indirectly) greater than 50% of the outstanding Stock;

(ii) up to four (4) directors, so long as the BVP Entities collectively beneficially own at least 35% of the outstanding Stock but less than 50% of the outstanding Stock;

(iii) up to three (3) directors, so long as the BVP Entities collectively beneficially own at least 25% of the outstanding Stock but less than 35% of the outstanding Stock;

(iv) up to two (2) directors, so long as the BVP Entities collectively beneficially own at least 15% of the outstanding Stock but less than 25% of the outstanding Stock; and

(v) up to one (1) director, so long as the BVP Entities collectively beneficially own at least 5% of the outstanding Stock but less than 15% of the outstanding stock.

In the event the size of the Board is increased or decreased at any time to other than nine (9) directors, the BVP Stockholders’ collective nomination rights under this Section 3(a) shall be proportionately increased or decreased, respectively, rounded up to the nearest whole number. Upon the adoption and effectiveness of the Corporation’s Second Amended and Restated Certificate of Incorporation, the Corporation shall assign the BVP Directors to Class III and the remainder of the BVP Directors to Class II pursuant to the Corporation’s Second Amended and Restated Certificate of Incorporation. Any director nominated by BVP shall receive market compensation for their services consistent with compensation received by other directors on the Board.

(b) Election of Directors. The Corporation shall take all action within its power to cause all nominees nominated pursuant to Section 3(a) to be included in the slate of nominees recommended by the Board to the Corporation’s stockholders for election as directors at each annual meeting of the stockholders of the Corporation (and/or in connection with any election by written consent or at a special meeting of the stockholders of the Corporation), and the Corporation shall use all reasonable best efforts to cause the election of each such nominee, including soliciting proxies in favor of the election of such nominees, in each case subject to applicable law.

(c) Replacement of Directors. In the event that a vacancy is created at any time by the death, disqualification, resignation or removal of a director nominated pursuant to Section 3(a), or designated pursuant to this Section 3(c), the BVP Stockholders, collectively, shall have the right to designate a replacement to fill such vacancy, and if the BVP Stockholders collectively exercise such right, the Board shall use all reasonable best efforts to cause such designee to be promptly appointed to the Board to fill such vacancy, subject to applicable law. In the event of the failure to be elected of a director nominated pursuant to Section 3(a), or designated pursuant to this Section 3(c), the Board shall use all reasonable best efforts to expand the size of the Board by one (1) director and to cause such designee to be promptly appointed to the Board to fill such newly created directorship, in each case subject to applicable law.

(d) Removal of Directors. Upon the written request of the BVP Stockholders, collectively, seeking to remove and/or replace a director nominated pursuant to Section 3(a), or designated pursuant to Section 3(c), the Corporation shall use reasonable best efforts to cooperate with such request, including to promptly call a special meeting of the stockholders of the Corporation.

(e) Committees. So long as the BVP Entities collectively beneficially own at least 5% of the outstanding Stock, the Board shall use reasonable best efforts to cause any committee of the Board to include in its membership at least one director nominated pursuant to Section 3(a) or designated pursuant to Section 3(c), except to the extent that such membership would violate applicable securities laws or stock exchange rules.

(f) Board Observer Rights. So long as the BVP Entities collectively beneficially own at least 5% of the outstanding Stock, BVP shall have the right to designate (and remove) a representative (the “BVP Observer”) who shall (i) have the right to receive (when and as received by members of the Board) due notice of and to attend (whether in person or by telephone) and participate in discussions at (but not vote on any matters on which the Corporation’s directors are entitled to vote) all meetings of the Board and (ii) have the right to receive copies of all documents and other information, including minutes, consents, business plans, presentation materials, monthly management reports, budgets and financial information furnished generally to members of the Board when and as received by the Corporation’s directors (the “Board Materials”). The Corporation shall pay the reasonable out-of-pocket expenses incurred by the BVP Observer in connection with the meetings of the Board, so long as such expenses have not otherwise been reimbursed pursuant to any management, employment or advisory agreements with the Corporation or BVP. Notwithstanding anything to the contrary herein, if counsel to the Corporation or a majority of the Board determines in good faith that allowing the BVP Observer to (a) receive, inspect, review or otherwise have access to any Board Materials, or (b) be present for consideration of any matter to be considered by the Board, would be in conflict with an obligation of confidentiality owed by the Corporation or the fiduciary obligations of the Corporation’s directors or would potentially result in the loss of any attorney-client or other privilege, then the Corporation shall not be required to furnish or make available to the BVP Observer (and the BVP Observer shall have no right to receive) related Board Materials and the Board may exclude the BVP Observer from, and the BVP Observer shall have no right to be present for, consideration of such matter. For the avoidance of doubt, the BVP Observer shall have no voting rights nor any fiduciary duty to the Corporation or its stockholders.

(g) No Limitation. The provisions of this Section 3 are intended to provide the BVP Stockholders with the minimum Board representation rights set forth herein. Nothing in this Agreement shall (1) limit the rights that any BVP may otherwise have to nominate directors pursuant to the Charter or Bylaws (each as defined below) or (2) prohibit the Corporation from having a greater number of nominees or designees of the BVP Stockholders on the Board or any committee thereof than otherwise provided herein.

(h) Laws and Regulations. Nothing in this Section 3 shall be deemed to require that any party hereto, or any director of the Corporation, act in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange rule.

Section 4 Indemnification; Directors’ and Officers’ Insurance.

Each director nominated pursuant to Section 3(a) or designated pursuant to Section 3(c) and serving on the Board shall be entitled to the same rights and privileges applicable to all other members of the Board generally or to which all such members of the Board are entitled. In furtherance of the foregoing, the Corporation shall indemnify, exculpate, and reimburse fees and expenses of each such director nominated pursuant to Section 3(a) or designated pursuant to Section 3(c) and provide each such director nominated pursuant to Section 3(a) or designated pursuant to Section 3(c) with directors’ and officers’ liability insurance to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to the Charter, Bylaws or other organizational documents of the Corporation, applicable law or otherwise. The Corporation shall maintain directors’ and officers’ liability insurance (including Side A coverage) covering the Corporation’s and its Subsidiaries’ directors and officers and issued by reputable insurers, with appropriate and customary policy limits, terms and conditions (including “tail” insurance if necessary or appropriate).

Section 5 Information.

For so long as the BVP Entities collectively beneficially own at least 5% of the outstanding Common Stock, the BVP Entities will be entitled to the following contractual information rights:

(a) The BVP Entities shall be entitled to reasonable access to consult with the Senior Management with respect to the Corporation’s business and financial matters, including management’s proposed annual operating plans. Upon request, members of Senior Management will meet regularly (on a quarterly basis) during each year with representatives of the BVP Entities (each such representative, a “Representative”) at the Corporation’s and/or its Subsidiaries’ offices (or such other locations as the Corporation may designate) at mutually agreeable times for such consultation; and

(b) The BVP Entities and their respective Representatives shall be entitled to inspect the books and records and facilities and properties of the Corporation at reasonable times and intervals.]

Section 6 Duration of Agreement.

This Agreement shall terminate automatically upon the earlier to occur of: (i) the dissolution of the Corporation (unless the Corporation (or its successor) continues to exist after such dissolution as a limited liability company or in another form, whether incorporated in Delaware or another jurisdiction) or (ii) such time as the BVP Entities collectively beneficially own less than 5% of the outstanding Stock. Any BVP Stockholder who disposes of all of its Stock and does not beneficially own (directly or indirectly) any shares of Stock shall automatically cease to be a party to this Agreement and have no further rights hereunder as a BVP Stockholder.

Section 7 Severability.

If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

Section 8 Governing Law; Jurisdiction.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its choice or conflict of law provisions or rules.

(b) The parties to this Agreement agree that jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall exclusively and properly lie in the Delaware Court of Chancery or, only in the event that such court declines jurisdiction, the federal courts located in the State of Delaware. By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action. The parties hereto irrevocably agree that venue for such action would be proper in such court and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

Section 9 JURY TRIAL.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND/OR ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 10 Stock Dividends, Etc.

The provisions of this Agreement shall apply to any and all shares of capital stock of the Corporation or any successor or assignee of the Corporation (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution for the shares of Stock, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise in such a manner and with such appropriate adjustments as to reflect the intent and meaning of the provisions hereof and so that the rights, privileges, duties and obligations hereunder shall continue with respect to the capital stock of the Corporation as so changed.

Section 11 Benefits of Agreement.

This Agreement shall be binding upon and inure to the benefit of the Corporation and its successors and assigns and each BVP Stockholder and its permitted assigns, legal representatives, heirs and beneficiaries. Notwithstanding anything to the contrary contained herein, the BVP Stockholders may assign their rights or obligations, in whole or in part, under this Agreement to one or more of their controlled Affiliates. Except as otherwise expressly provided herein, no Person not a party to this Agreement, as a third-party beneficiary or otherwise, shall be entitled to enforce any rights or remedies under this Agreement; provided that the BVP Entities shall be deemed third-party beneficiaries of, and entitled to enforce their rights or remedies under, the provisions of this Agreement that benefit the BVP Entities.

Section 12 Notices.

All notices or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b) by facsimile or other electronic means, with affirmative confirmation of receipt, (c) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (d) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Person at the following addresses (or at such other address for a Person as shall be specified by like notice):

(i) If to the Corporation, to:

[__________]

[__________]

[__________]

Attention: [__________]

Facsimile: ([__________]

E-mail: [__________]

(ii) If to any BVP Stockholder or BVP Entity, to:

BVP

Attention: [__________]

Facsimile: ([__________]

E-mail: [__________]

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

Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019

Sidley Austin LLP

1999 Avenue of the Stars, 17th Floor

Los Angeles, CA 90067

Section 13 Modification; Waiver.

This Agreement may be amended, modified or supplemented only by a written instrument duly executed by (a) the Corporation and (b) the BVP Stockholders. No course of dealing between the Corporation or its Subsidiaries and the BVP Stockholders (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 14 Entire Agreement.

Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith, from and after the date of this Agreement. Unless otherwise provided herein, any consent required by any Person under this Agreement may be withheld by such Person in such Person’s sole discretion.

Section 15 Counterparts.

This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but one agreement. The failure of any BVP Stockholder to execute this Agreement does not make it invalid as against any other BVP Stockholder.

Section 16 Director and Officer Actions.

No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders as a result of any acts or omissions taken under this Agreement in good faith.

Section 17 BVP Stockholder Parties.

In the event that any BVP Entity that is not a BVP Stockholder as of the date of this Agreement thereafter becomes a BVP Stockholder, such BVP Entity shall automatically become party to this Agreement and shall automatically have all of the rights and obligations of a BVP Stockholder hereunder, and Schedule A hereto shall be amended and restated to include such BVP Entity.

[Signature Page Follows]

The parties have signed this Agreement as of the date first written above.

[Signature Page to Investor Rights Agreement]

Schedule A: BVP Stockholders

EXHIBIT B

AMENDED REGISTRATION RIGHTS AGREEMENT

[See attached]

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among [PubCo] (formerly known as Velocity Acquisition Corp.), a Delaware corporation (the “Company”), Velocity Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each of the foregoing parties (other than the Company), together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, on February 22, 2021, the Company and the Sponsor entered into that certain Registration Rights Agreement (the “Existing Registration Rights Agreement”), pursuant to which the Company granted the Sponsor named therein certain registration rights with respect to certain securities of the Company;

WHEREAS, the Company has 5,750,000 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), issued and outstanding;

WHEREAS, the Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;

WHEREAS, the Company has entered into that certain Business Combination Agreement, dated as of July 20, 2021 (the “Business Combination Agreement”), by and among the Company, BBQ Holding, LLC and the other parties thereto, as the same may be amended, restated, supplemented or waived from time to time;

WHEREAS, upon the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and subject to the terms and conditions set forth therein, the Holders will own shares of Common Stock, and the Sponsor will own warrants to purchase 4,400,000 shares of Common Stock (the “Private Placement Warrants”); and

WHEREAS, the Company and the Holders desire to amend and restate the Existing Registration Rights Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

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

Article I
DEFINITIONS

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

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be and (iii) the Company has a bona fide business purpose for not making such information public.

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

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

“Business Combination Agreement” shall have the meaning given in the Recitals hereto.

“business day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

“Closing” shall have the meaning given in the Recitals hereto.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall have the meaning given in the Recitals hereto.

“Company” shall have the meaning given in the Preamble and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Company Underwritten Demand Notice” shall have the meaning given in subsection 2.1.3.

“Demanding Holders” shall mean (a) the Sponsor, (b) BVP BBQ General Partner, LLC, a Delaware limited liability company and (c) SC BBQ Investment, LLC.

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

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

“Exchange Agreement” shall mean that certain exchange agreement, dated as of [●], 2021 by and among the Company, BBQ Holding, LLC and its equityholders.

“Existing Registration Rights Agreement” shall have the meaning given in the Recitals hereto.

“Form S-1 Registration Statement” shall have the meaning given in subsection 2.1.1.

“Form S-3 Shelf” shall have the meaning given in subsection 2.1.1.

“Founder Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

“Founder Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the date hereof and (B) (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

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

“Insider Letter” shall mean that certain letter agreement, dated as of July 20, 2021, by and among the Company, the Sponsor and each of the Company’s officers, directors and director nominees.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Permitted Transferees” shall mean any person or entity (i) to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may be, under the Insider Letter, the Private Placement Warrants Purchase Agreement, this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter and (ii) who agreed to be become bound by the transfer restrictions set forth in this Agreement.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“Private Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees and any shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the date hereof.

“Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“Pro Rata” shall have the meaning given in subsection 2.1.4.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of the Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding share of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security or upon an Exchange (as defined in the Exchange Agreement) in accordance with the [Exchange Agreement]) of the Company held by a Holder as of the date of this Agreement, (d) any shares of the Company issued or to be issued to any Holders in connection with the Business Combination, including any Earn Out Shares (as defined in the Business Combination Agreement) that may become issuable pursuant to the terms and conditions of the Business Combination Agreement and (e) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, distribution, recapitalization, merger, consolidation or reorganization or other similar event; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates or book entry positions for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144 (but with no volume or other “control” security restrictions or limitations thereunder); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Common Stock is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable and documented fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable and documented fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating an Underwritten Demand to be registered for offer and sale in the applicable Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders” shall have the meaning given in subsection 2.1.3.

“Restricted Securities” shall have the meaning given in subsection 3.6.1.

“Rule 144” shall mean Rule 144 promulgated under the Securities Act (together with any successor rule promulgated thereafter by the Commission).

“Rule 415” shall have the meaning given in subsection 2.1.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Sponsor” shall have the meaning given in the Recitals hereto.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Demand” shall have the meaning given in subsection 2.1.3.

“Underwritten Demand Notice” shall have the meaning given in subsection 2.1.3.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public, including an offering and/or sale of Registrable Securities by any Holder in a block trade or on an underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction, but excluding a variable price reoffer.

“Working Capital Warrants” shall have the meaning given in the Recitals hereto.

Article II
REGISTRATIONS

2.1 Shelf Registration.

2.1.1 Initial Registration. The Company shall, as promptly as reasonably practicable, but in no event later than forty-five (45) calendar days after the Closing, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable after the initial filing thereof, but in no event later than forty-five (45) calendar days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1 Registration Statement”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale of Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain 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 Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

2.1.2 Form S-3 Shelf. If the Company files a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall use its reasonable best efforts to file a Form S-1 Registration Statement as promptly as reasonably practicable to replace the shelf registration statement that is a Form S-3 Shelf and have the Form S-1 Registration Statement declared effective as promptly as reasonably practicable and to cause such Form S-1 Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.

2.1.3 Underwritten Offering. At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1.1 or 2.1.2, the Demanding Holders may make a written demand to the Company to sell all or part of their Registrable Securities in an underwritten offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Demanding Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $[30,000,000] from such Underwritten Offering or (b) reasonably expect to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) business days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.1.4, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the Company with the written consent of the initiating Demanding Holders (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect more than an aggregate of (Y) two (2) Underwritten Offerings pursuant to an Underwritten Demand by the Sponsor under this subsection 2.1.3 with respect to any or all Registrable Securities held by the Sponsor (and no more than one (1) Underwritten Offering pursuant to an Underwritten Demand by the Sponsor in any twelve-month period) and (Z) three (3) Underwritten Offerings pursuant to an Underwritten Demand by SC BBQ Investment, LLC; provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating an Underwritten Demand or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.3 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration at least two (2) business days prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Underwritten Offering (or in the case of an Underwritten Registration pursuant to Rule 415, at least two (2) business days prior to the time of pricing of the applicable offering). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to an Underwritten Offering prior to its withdrawal under this subsection 2.1.5.

2.1.6 Holder Information Required for Participation in Underwritten Offering. At least ten (10) business days prior to the first anticipated filing date of a Registration Statement pursuant to this Article II, the Company shall use reasonable best efforts to notify each Holder in writing (which may be by email) of the information reasonably necessary about the Holder to include such Holder’s Registrable Securities in such Registration Statement. Notwithstanding anything else in this Agreement, the Company shall not be obligated to include such Holder’s Registrable Securities to the extent the Company has not received such information, and received any other reasonably requested agreements or certificates, on or prior to the second business day prior to the first anticipated filing date of a Registration Statement (or in the case of an Underwritten Registration pursuant to Rule 415, at least two (2) business days prior to the time of pricing of the applicable offering) pursuant to this Article II.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof (pro rata based on the respective number of Registrable Securities that such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration has been requested or demanded pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration at least two (2) business days prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415, at least two (2) business days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to an Underwritten Offering effected under subsection 2.1.3 hereof.

2.3 Restrictions on Registration Rights. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to (but may, at its sole option) (A) effect an Underwritten Offering (i) within forty-five (45) days after the closing of an Underwritten Offering or (ii) during the period starting with the date forty-five (45) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of an Underwritten Demand pursuant to subsection 2.1.3 and it continues to actively employ, in good faith, all reasonable best efforts to cause the applicable Registration Statement to become effective or (B) file a Registration Statement (or any amendment thereto) or effect an Underwritten Offering (or, if the Company has filed a shelf Registration Statement and has included Registrable Securities therein, the Company shall be entitled to suspend the offer and sale of Registrable Securities pursuant to such Registration Statement) for a period of up to forty five (45) days (i) if the Holders have requested an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of Underwriters to firmly underwrite the offer; or (ii) in the good faith judgment of the Board such Underwritten Offering would be materially detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, provided that in each case of (i) and (ii) the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be materially detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement and provided, further, that the Company shall not defer its obligation in this manner more than once in any 12 month period.

Article III
COMPANY PROCEDURES

3.1 General Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission within fifteen (15) business days a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or the Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any Underwritten Offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least three (3) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the participating Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter(s) to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriter(s) enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;

3.1.11 obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration that the Underwriters may rely on, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter may reasonably request;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the placement agent, sales agent, or Underwriter(s) may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $30,000,000, use its reasonable best efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses. Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing any Holder.

3.3 Requirements for Participation in Underwritten Offerings. No person or entity may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than forty five (45) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Article IV
INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable and documented attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the total liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V
MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: [●], and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the other Additional Agreements shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, “pdf”, “tif” or “jpg”) and other electronic signatures (including DocuSign and AdobeSign). The use of electronic signatures and electronic records (including any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act and any other applicable law. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.5 Amendments and Modifications. Upon the written consent of the Company, BVP BBQ General Partner, LLC, the Sponsor and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date as of which (A) all of the Registrable Securities have been sold or disposed of or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.

5.8 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

5.9 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties as to the matters covered herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

EXHIBIT C

AMENDED LLC AGREEMENT

[See attached]

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

BBQ HOLDING, LLC

dated as of [●], 2021

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)

Schedule I – Schedule of Members

Exhibit A – Form of Joinder

Exhibit B-1 – Form of Agreement and Consent of Spouse

Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of BBQ Holding, LLC

a Delaware Limited Liability Company

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021 (the “Effective Date”), by and among BBQ Holding, LLC, a Delaware limited liability company (the “Company”) and any Person who is currently a member of the Company and any other Person who shall hereafter execute this Agreement as a Member of the Company (any such current members and any such other Person being herein referred to individually as a “Member” and collectively as the “Members”).

PRELIMINARY STATEMENTS

WHEREAS, the Company was formed pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware to organize the Company under and pursuant to the Delaware Limited Liability Company Act, and was originally governed by the initial Limited Liability Company Agreement of the Company, dated as of August 5, 2020 (the “Original Agreement”);

WHEREAS, the Original Agreement was amended and restated in its entirety by the Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 28, 2020 (the “First A&R LLC Agreement”), which the parties listed on Schedule I hereto executed in their capacity as members (including pursuant to consents and joinders thereto);

WHEREAS, on July 20, 2021, the Company entered into that certain Business Combination Agreement by and among [●] (formerly known as Velocity Acquisition Corp.), a Delaware corporation (“PubCo”), VBLG Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), Blocker Merger Sub, LLC, a Delaware limited liability company (“Blocker Merger Sub”), BVP BBQ Blocker, LP, a Delaware limited partnership (“Blocker”) and the other parties thereto (the “Business Combination Agreement”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Business Combination Agreement, (i) Blocker Merger Sub will merge with and into Blocker, with Blocker as the surviving partnership and wholly-owned subsidiary of PubCo (the “Blocker Merger”), (ii) immediately following the Blocker Merger, Blocker will merge with and into PubCo, with PubCo as the surviving company (the “PubCo Merger”) and (iii) immediately following the PubCo Merger, Company Merger Sub will merge with and into the Company, with the Company as the surviving company, resulting in the Company becoming a subsidiary of PubCo (together with the Blocker Merger and the PubCo Merger, the “Mergers”); and

WHEREAS, the Members desire to continue the Company without dissolution and amend and restate the First A&R LLC Agreement in its entirety as of the Effective Date to reflect, among other things, (i) the consummation of the transactions contemplated by the Business Combination Agreement, including the Mergers and the conversion of the Original Units into Common Units (the “Recapitalization”), (ii) the addition of PubCo as a Member and its designation as the sole Manager of the Company and (iii) the other rights and obligations of the Members, the Company, the Manager and PubCo, in each case, as provided and agreed upon in the terms of this Agreement as of the Effective Date, at which time the First A&R LLC Agreement shall be superseded entirely by this Agreement and shall be of no further force or effect.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

GENERAL DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms shall each have the meanings set forth in this Article I, (unless the context otherwise requires).

“Act” means the Delaware Limited Liability Company Act, as it may be amended from time to time, and any successor to such Act.

“Additional Member” has the meaning specified in Section 11.2.

“Adjusted Capital Account Deficit” means, with respect to the Capital Account of any Member as of the end of any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Member’s Capital Account balance shall be:

(a) reduced for any items described in Treasury Regulation Section 1.704- 1(b)(2)(ii)(d)(4), (5), and (6); and

(b) increased for any amount such Member is obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

“Admission Date” has the meaning specified in Section 10.6.

“Affiliate” (and, with a correlative meaning, “Affiliated”) means, when used with reference to a specific Person (or when not referring to a specific Person shall mean an Affiliate of a Member), any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specific Person.

“Agreement” has the meaning specified in the Preamble.

“Approved Qualified Transaction” has the meaning specified in Section 10.9(a).

“Assignee” means a Person to whom a Unit has been transferred but who has not become a Member pursuant to Article XI.

“Assumed Tax Liability” means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member for full or partial Fiscal Years commencing on or after the Effective Date over (ii) the sum of the cumulative Tax Distributions made to such Member after the Effective Date pursuant to Sections 4.1(b)(i), 4.1(b)(ii) and 4.1(b)(iii); provided that such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code, (y) to the extent permitted under the Credit Agreements, shall in no event be less than an amount that will enable the PubCo to meet both its tax obligations and its obligations pursuant to the Tax Receivables Agreement for the relevant Taxable Year and (z) shall take into account any allocations under Section 704(c) of the Code (including “reverse” 704(c) allocations) to a Member.

“Available Cash” means, with respect to any Fiscal Period, the amount of cash on hand which the Manager, in its sole discretion, deems available for distribution to the Members, taking into account all debts, liabilities and obligations of the Company then due and amounts which the Manager, in its sole discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Company’s operations.

“Base Rate” means, on any date, a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks.

“Book Value” means, with respect to any property of the Company, the Company’s adjusted basis for U.S. federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)-(g).

“Business Combination Agreement” has the meaning specified in the Preliminary Statements.

“Capital Account” means the Capital Account maintained for each Member pursuant to Section 5.1 of this Agreement.

“Capital Contribution” means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member (or such Member’s predecessor) contributes (or is deemed to contribute) to the Company pursuant to Article III hereof.

“Cash Exchange Payment” has the meaning specified in the Exchange Agreement.

“Certificate of Formation” means the Certificate of Formation of the Company described in Section 2.1.

“Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of PubCo.

“Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of PubCo.

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

“Common Unit” means a Unit designated as a “Common Unit” and having the rights and obligations specified with respect to the Common Units in this Agreement.

“Common Unitholder” means a Member who is the registered holder of Common Units.

“Company” has the meaning specified in the Preamble.

“Confidential Information” has the meaning set forth in Section 14.2(a).

“Credit Agreements” means any promissory note, mortgage, loan agreement, indenture or similar instrument or agreement to which the Company or any of its Subsidiaries is or becomes a borrower, as such instruments or agreements may be amended, restated, supplemented or otherwise modified from time to time and including any one or more refinancing or replacements thereof, in whole or in part, with any other debt facility or debt.

“Discount” has the meaning set forth in Section 6.5.

“Distributable Cash” means, as of any relevant date on which a determination is being made by the Manager regarding a potential distribution pursuant to Section 4.1(a), the amount of cash that could be distributed by the Company for such purposes in accordance with the Credit Agreements (and without otherwise violating any applicable provisions of any of the Credit Agreements).

“Distribution” means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that none of the following shall be a Distribution: (a) any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units or (b) any other payment made by the Company to a Member that is not properly treated as a “distribution” for purposes of Sections 731, 732, or 733 or other applicable provisions of the Code.

“Distribution Tax Rate” means a rate equal to the highest effective combined marginal federal, state and local income tax rate applicable to individual taxpayers residing in New York City, taking into account the character of the relevant tax items (e.g., ordinary or capital), the tax on net investment income under Code Section 1411 [and the self-employment taxes set forth in Code Section 1401, as applicable,] and the deductibility of state and local income taxes for federal income tax purposes (but only to the extent such taxes are deductible under the Code), and not taking into account any deduction under Code Section 199A or any similar state or local law, as reasonably determined by the Manager.

“Drag-Along Amount” has the meaning set forth in Section 10.9(b).

“Drag-Along Notice” has the meaning set forth in Section 10.9(b).

“Drag-Along Right” has the meaning set forth in Section 10.9(a).

“Drag Price” has the meaning set forth in Section 10.9(a).

“Effective Date” has the meaning specified in the Preamble.

“Effective Time” has the meaning set forth in the Business Combination Agreement.

“Equity Plan” means any stock or equity purchase plan, restricted stock or equity plan or other similar equity compensation plan now or hereafter adopted by the Company or PubCo.

“Equity Securities” means (a) Units or other equity interests in the Company or any Subsidiary of the Company (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by the Manager pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other equity interests in the Company or any Subsidiary of the Company), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Company or any Subsidiary of the Company, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Company or any Subsidiary of the Company.

“Event of Withdrawal” means the bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company. “Event of Withdrawal” shall not include an event that (a) terminates the existence of a Member for income tax purposes (including, without limitation, (i) a change in entity classification of a Member under Treasury Regulation Section 301.7701-3, (ii) a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or (iii) merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member) but that (b) does not terminate the existence of such Member under applicable state law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member).

“Exchange Agreement” means the Exchange Agreement dated on or about the date hereof, by and among the Company, PubCo and the other parties thereto.

“Exchanging Holder” has the meaning specified in the Exchange Agreement.

“Fair Market Value” of a specific asset of the Company will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 13.2, the Liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.

“FINRA” means the Financial Industry Regulatory Authority.

“First A&R LLC Agreement” has the meaning specified in the Preliminary Statements.

“Fiscal Period” means any interim accounting period within a Taxable Year established by the Manager and which is permitted or required by Section 706 of the Code.

“Fiscal Year” means the Company’s annual accounting period established pursuant to Section 8.2.

“Governmental Entity” means any Federal, state, county, city, local or foreign governmental, administrative or regulatory authority, commission, committee, agency or body (including any court, tribunal or arbitral body and any self-regulating authority such as FINRA).

“Indemnified Person” has the meaning specified in Section 7.4(a).

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended from time to time.

“Joinder” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A hereto.

“Law” means all laws, statutes, ordinances, rules and regulations of any Governmental Entity.

“Liquidator” has the meaning specified in Section 13.2.

“LLC Employee” means an employee of, or other service provider (including, without limitation, any management member whether or not treated as an employee for the purposes of U.S. federal income tax) to, the Company or any of its Subsidiaries, in each case acting in such capacity.

“Lock-Up Period” means the earliest of (A) the period commencing upon the Effective Date and continuing until the date that is 180 days following the Effective Date and (B) the date on which PubCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of PubCo’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.

“Losses” means items of loss or deduction of the Company determined according to Section 5.1(b).

“Manager” has the meaning specified in Section 6.1(a).

“Market Price” means, with respect to a share of Class A Common Stock as of a specified date, the last sale price per share of Class A Common Stock, regular way, or if no such sale took place on such day, the average of the closing bid and asked prices per share of Class A Common Stock, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Stock Exchange or, if the Class A Common Stock is not listed or admitted to trading on the Stock Exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if the Class A Common Stock is not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in shares of Class A Common Stock selected by the PubCo Board or, in the event that no trading price is available for the shares of Class A Common Stock, the fair market value of a share of Class A Common Stock, as determined in good faith by the PubCo Board.

“Member” means, as of any date of determination, (a) each of the members named on the Schedule of Members and (b) any Person admitted to the Company as a Substituted Member or Additional Member in accordance with Article XI, but in each case only so long as such Person is shown on the Company’s books and records as the owner of one or more Units, each in its capacity as a member of the Company.

“Minimum Gain” means “partnership minimum gain” determined pursuant to Treasury Regulation Section 1.704-2(d).

“Net Loss” means, with respect to a Fiscal Year, the excess if any, of Losses for such Fiscal Year over Profits for such Fiscal Year (excluding Profits and Losses specially allocated pursuant to Section 5.3 and Section 5.4).

“Net Profit” means, with respect to a Fiscal Year, the excess if any, of Profits for such Fiscal Year over Losses for such Fiscal Year (excluding Profits and Losses specially allocated pursuant to Section 5.3 and Section 5.4).

“Officer” has the meaning set forth in Section 6.1(b).

“Optionee” means a Person to whom a stock option is granted under any Stock Option Plan.

“Other Agreements” has the meaning specified in Section 10.4.

“Original Agreement” has the meaning specified in the Preliminary Statements.

“Original Units” means the Units, as defined in the First A&R LLC Agreement, including any Class A Unit or Class B Unit as defined therein.

“Partnership Representative” has the meaning set forth in Section 9.3.

“Percentage Interest” means, as among an individual class of Units and with respect to a Member at a particular time, such Member’s percentage interest in the Company determined by dividing the number of such Member’s Units of such class by the total number of Units of all Members of such class at such time. The Percentage Interest of each Member shall be calculated to the fourth decimal place.

“Permitted Transfer” has the meaning specified in Section 10.2.

“Permitted Transferee” has the meaning specified in Section 10.2.

“Person” shall be construed in its broadest sense and means and includes a natural person, general partnership, limited partnership, corporation, limited liability company, limited liability partnership, joint venture, trust, business trust, governmental agency, cooperative, association, individual or other entity, and the heirs, executors, administrations, legal representatives, successors and assigns of such person, as the context may require.

“Pro rata,” “pro rata portion,” “according to their interests,” “ratably,” “proportionately,” “proportional,” “in proportion to,” “based on the number of Units held,” “based upon the percentage of Units held,” “based upon the number of Units outstanding,” and other terms with similar meanings, when used in the context of a number of Units of the Company relative to other Units, means as amongst an individual class of Units, pro rata based upon the number of such Units within such class of Units.

“Profits” means items of income and gain of the Company determined according to Section 5.1(b).

“PubCo” has the meaning specified in the Preliminary Statements.

“PubCo Board” means the board of directors of PubCo.

“Qualified Transaction” means any merger, consolidation or other business combination of PubCo, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and any series of preferred stock issued by PubCo that are generally entitled to vote in the election of directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

“Quarterly Tax Distribution” has the meaning set forth in Section 4.1(b)(i).

“Recapitalization” has the meaning specified in the Preliminary Statements.

“Regulatory Allocations” has the meaning set forth in Section 5.3(f).

“Required Member” has the meaning set forth in Section 10.9(a).

“Revised Partnership Audit Provisions” means Section 1101 of Title XI (Revenue Provisions Related to Tax Compliance) of the Bipartisan Budget Act of 2015, H.R. 1314, Public Law Number 114-74.

“Schedule of Members” has the meaning specified in Section 3.1(b).

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Members” has the meaning specified in the Preliminary Statements.

“Share Settlement” has the meaning specified in the Exchange Agreement.

“Stock Exchange” means the NASDAQ Capital Market.

“Stock Option Plan” means any stock option plan now or hereafter adopted by the Company or by PubCo, including the [[●] Plan].

“Subsidiary” means, with respect to any Person, any other Person the majority of whose equity securities or voting securities are directly or indirectly owned or controlled by such Person.

“Substituted Member” means a Person that is admitted as a Member to the Company pursuant to Section 11.1.

“Tax Distributions” has the meaning set forth in Section 4.1(b)(i).

“Tax Receivables Agreement” means that certain tax receivables agreement, dated as the date of the Effective Date, by and among PubCo and each other party thereto, together with any joinder thereto from time to time by any successor or assign to any party to such agreement, as it may be amended from time to time in accordance with its terms.

“Taxable Year” means the Company’s accounting period for U.S. federal income tax purposes determined pursuant to Section 9.2.

“Trading Day” means a day on which the Stock Exchange or such other principal United States securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transfer” (and, with a correlative meaning, “Transferred” and “Transferring”) means any sale, transfer, assignment, redemption, pledge, encumbrance or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of Law) (a) any interest (legal or beneficial) in any Equity Securities or (b) any equity or other interest (legal or beneficial) in any Member if substantially all of the assets of such Member consist solely of Units; provided, that, the pledge of Units by a Member that creates a mere security interest in such Units pursuant to a bona fide loan or indebtedness transaction so long as such Member continues to exercise sole voting control over such pledged Units shall not be considered a “Transfer”; provided further, however, that a foreclosure on such Units or other similar action by the pledgee shall constitute a “Transfer.”

“Treasury Regulations” means the regulations promulgated by the U.S. Treasury Department pursuant to the Code.

“Units” means the fractional interest of a Member in Profits, Losses and Distributions of the Company, and otherwise having the rights and obligations specified with respect to “Units” in this Agreement; provided, however, that any class or group of Units issued shall have the relative rights, powers and duties set forth in this Agreement applicable to such class or group of Units.

“Unvested Corporate Shares” means shares of Class A Common Stock issuable pursuant to awards granted under the PubCo [[●] Plan] that are not Vested Corporate Shares.

“Vested Corporate Shares” means the shares of Class A Common Stock issued pursuant to awards granted under the PubCo [[●] Plan] that are vested pursuant to the terms thereof or any award or similar agreement relating thereto.

“Vesting Date” has the meaning set forth in Section 3.10(c)(ii).

1.2 Interpretation. Each definition in this Agreement includes the singular and the plural, and reference to the neuter gender includes the masculine and feminine where appropriate. References to any statute or Treasury Regulations mean such statute or regulations as amended at the time and include any successor legislation or regulations. The headings to the Articles and Sections are for convenience of reference and shall not affect the meaning or interpretation of this Agreement. Except as otherwise stated, reference to Articles, Sections and Schedules mean the Articles, Sections and Schedules of this Agreement. The Schedules are hereby incorporated by reference into and shall be deemed a part of this Agreement.

Article II

ORGANIZATION

2.1 Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

2.2 Name. The name of the Company is [BBQ Holding, LLC]. The Manager in its sole discretion may change the name of the Company at any time and from time to time. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Manager.