Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

by and among

MGO GLOBAL INC.,

HEIDMAR INC.,

HEIDMAR MARITIME HOLDINGS CORP.,

HMR MERGER SUB INC.

and

THE HMI SHAREHOLDERS

Dated as of June 18, 2024

TABLE OF CONTENTS

SCHEDULE

Schedule 1 – HMI Shareholders

Schedule 2 – MGO Principals

EXHIBITS

Exhibit A – Form of Voting and Support Agreement

BUSINESS COMBINATION AGREEMENT

Exhibit B – Form of Lock-Up/Leak-Out Agreement This Business Combination Agreement (this “Agreement”) is made and entered into as of June 18, 2024, by and among MGO Global, Inc. (“MGO”), Heidmar Maritime Holdings Corp. (“Holdings”), Heidmar Inc. (“HMI”), HMR Merger Sub Inc. (“Merger Sub”), and the HMI Shareholders (as defined below). MGO, Holdings, HMI and the HMI Shareholders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS

WHEREAS, Holdings is a newly incorporated company organized and existing under the laws of Marshall Islands, formed for the purpose of participating in the Transactions (as defined below);

WHEREAS, Merger Sub is a newly incorporated Delaware corporation, formed by Holdings for the purpose of participating in the Transactions (as defined below), that is a wholly owned direct Subsidiary of Holdings;

WHEREAS, MGO is a Delaware corporation, and HMI is a company incorporated in the Republic of the Marshall Islands;

WHEREAS, as of the date of this Agreement, Rhea Marine Ltd. and Maistros Shipinvest Corp. (together, the “HMI Shareholders”), which are set forth on Schedule 1, are the shareholders of HMI collectively owning 100% of the outstanding shares of common stock, no par value, of HMI (the “HMI Shares”);

WHEREAS, the Parties desire and intend to effect a business combination transaction whereby (a) Merger Sub will merge with and into MGO (the “Merger”), as a result of which (i) the separate corporate existence of Merger Sub shall cease and MGO shall continue as the surviving entity and a wholly owned direct subsidiary of Holdings and (ii) each issued and outstanding MGO Share immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive the MGO Merger Consideration, (b) immediately after the Merger Effective Time, the HMI Shareholders will transfer all of the outstanding HMI Shares to Holdings (the “Share Acquisition”, and, together with the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents, the “Transactions”) the consideration for which will be (x) the issuance by Holdings to the HMI Shareholders at Closing of new Holdings Common Shares in accordance with the terms hereof, and (y) the issuance by Holdings to the HMI Shareholders at some time after Closing, and contingent on the achievement of certain conditions set forth in Section 2.4 of additional Holdings Common Shares, all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of applicable Law;

WHEREAS, the Board of Directors of MGO (the “MGO Board”) has unanimously (a) determined that this Agreement, the Ancillary Documents to which it is or will be a party, the Merger, the Share Acquisition and the other Transactions are in the best interests of MGO and its shareholders (the “MGO Shareholders), (b) approved and declared the advisability of this Agreement, the Ancillary Documents to which MGO is or will be a party, the Merger, the Share Acquisition and the other Transactions, and (c) recommended the approval and adoption by the MGO Shareholders of this Agreement, the Ancillary Documents to which MGO is or will be a party, the Merger, and the Share Acquisition;

WHEREAS, concurrently with the execution and delivery of this Agreement, MGO and the MGO Shareholders set forth in Schedule 2 attached hereto (collectively, the “MGO Principals”), representing approximately 61.28% of the issued and outstanding MGO Shares, shall each enter into a voting and support agreements with Holdings in substantially the form attached as Exhibit A hereto (each, a “Voting and Support Agreement”).

WHEREAS, the Board of Directors of HMI (the “HMI Board”) has unanimously (a) determined that this Agreement, the Ancillary Documents to which it is or will be a party and the Transactions are in the best interests of HMI, (b) approved this Agreement, the Ancillary Documents to which HMI is or will be a party, and the Transactions and (c) recommended the approval and adoption of this Agreement, the Ancillary Documents to which HMI is or will be a party and the Transactions by the HMI Shareholders;

WHEREAS, the HMI Shareholders have approved this Agreement, the Ancillary Documents to which HMI is or will be a party and the Transactions;

WHEREAS, the Board of Directors of Holdings (the “Holdings Board”) has (a) determined that this Agreement, the Ancillary Documents to which it is or will be a party and the Transactions are in the best interests of Holdings, (b) approved this Agreement, the Ancillary Documents to which it is or will be a party and the Transactions, and (c) resolved to recommend that the shareholder of Holdings approves this Agreement, the Ancillary Documents to which Holdings is or will be a party and the Transactions;

WHEREAS, the shareholder of Holdings has approved this Agreement, the Ancillary Documents to which Holdings is or will be a party and the Transactions;

WHEREAS, the Board of Directors of Merger Sub has (a) determined that this Agreement, the Ancillary Documents to which it is or will be a party and the Transactions are in the best interests of Merger Sub, (b) approved this Agreement, the Ancillary Documents to which it is or will be a party and the Transactions, and (c) resolved to recommend that the shareholder of Merger Sub approves this Agreement, the Ancillary Documents to which Holdings is or will be a party and the Transactions;

WHEREAS, the shareholder of Merger Sub has approved this Agreement and the Ancillary Documents to which Merger Sub is or will be a party and the Transactions;

WHEREAS, certain capitalized terms used herein are defined in Article XIV hereof.

NOW, THEREFORE, in consideration of the premises set forth above, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties agree as follows.

ARTICLE I

MERGER

1.1 Merger. At the Merger Effective Time, subject to and upon the terms and conditions of this Agreement and the certificate of merger to be filed relating to the Merger, in a form consistent with the provisions of this Agreement and agreed to by the Parties in good faith (the “Certificate of Merger”), and in accordance with the applicable provisions of the Delaware General Corporation Law, MGO and Merger Sub shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into MGO with MGO being the surviving entity, following which the separate corporate existence of Merger Sub shall cease and MGO shall continue as the surviving company and a wholly owned direct Subsidiary of Holdings. MGO, as the surviving company after the Merger, is hereinafter referred to for the periods at and after the Merger Effective Time as the “Surviving Company”.

1.2 Merger Effective Time. MGO, Merger Sub and Holdings shall cause the Merger to be consummated by filing the executed Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the Delaware General Corporation Law. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by MGO and Merger Sub (with the prior written consent of HMI) in writing and specified in the Certificate of Merger (the “Merger Effective Time”).

1.3 Effect of the Merger. At the Merger Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware General Corporation Law. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of MGO and Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Company, which shall include the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of MGO and Merger Sub set forth in this Agreement to be performed after the Merger Effective Time.

1.4 Organizational Documents. The certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Merger Effective Time shall be the certificate of incorporation and bylaws of the Surviving Company (except that references to the name “HMR Merger Sub Inc.” shall be changed to “MGO Global Inc.”) following the Merger Effective Time, with such changes as Holdings, in its sole discretion, may believe appropriate, until thereafter amended in accordance with such articles of incorporation and bylaws and applicable Law.

1.5 Directors and Officers of Surviving Company. At the Merger Effective Time, the directors and officers of the Surviving Company shall be the persons designated by HMI, which designation shall be delivered to MGO in writing at least three Business Days before the Closing Date, each to hold office in accordance with the Organizational Documents of the Surviving Company until their resignation or removal in accordance with the Organizational Documents of the Surviving Company or until their respective successors are duly elected or appointed and qualified. At the Merger Effective Time, the board of directors and officers of MGO shall resign and automatically cease to hold office.

1.6 Effect of Merger on MGO Shares and Merger Sub Shares.

(a) MGO Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of MGO or Holdings, each MGO Share that is issued and outstanding immediately prior to the Merger Effective Time shall thereupon be converted into, and the holder of such MGO Share shall be entitled to receive, the MGO Merger Consideration. All of the MGO Shares converted into the right to receive the MGO Merger Consideration pursuant to this Section 1.6(a) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the Merger Effective Time, and each holder of any such MGO Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the MGO Merger Consideration into which such MGO Shares shall have been converted in the Merger.

(b) Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, the MGO Shareholders or Holdings, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Company.

(c) No Liability. Notwithstanding anything to the contrary in this Section 1.6, none of the Surviving Company, Holdings, HMI or any other Party shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

1.7 Satisfaction of Rights. All securities issued upon the surrender of MGO Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities; provided, that any restrictions on the sale and transfer of MGO Securities shall also apply to the Holdings Common Shares so issued in exchange.

1.8 Lost, Stolen or Destroyed MGO Certificates. In the event any certificates representing MGO Securities shall have been lost, stolen or destroyed, upon the making of an affidavit of such fact and indemnity by the Person claiming such certificate to be lost, stolen or destroyed, Holdings shall issue, in exchange for such lost, stolen or destroyed certificates, as the case may be, such securities, as may be required pursuant to Section 1.6.

1.9 Stock Transfer Books. At the Merger Effective Time, the register of security holders of MGO shall be closed, and there shall be no further registration of transfers of MGO Securities thereafter on the records of MGO.

1.10 Appointment of Transfer Agent. Prior to the Closing, Holdings shall appoint a transfer agent acceptable to HMI (the “Transfer Agent”) as its agent, for the purpose of (a) exchanging MGO Securities for Holdings Common Shares and (b) issuing the Exchange Shares. The Transfer Agent shall (i) exchange each MGO Share for the MGO Merger Consideration, (ii) issue the Exchange Shares, and (iii) take or cause to be taken such actions as are necessary to update Holdings’ register of security holders to reflect the actions contemplated by clauses (i) and (ii) of this sentence, in each case in accordance with the terms of this Agreement and, to the extent applicable, the Certificate of Merger, the Delaware General Corporation Law and customary transfer agent procedures and the rules and regulations of the Depository Trust Company (“DTC”), in each case in a form approved by HMI.

1.11 Exchange of Book-Entry Shares.

(a) Exchange Procedures. As soon as practicable after the Merger Effective Time (and in no event later than five Business Days after the Merger Effective Time), Holdings shall cause the Transfer Agent to mail to each holder of record of MGO Shares that were converted pursuant to Section 1.6(a) into the MGO Merger Consideration instructions for use in effecting the surrender of the MGO Shares in exchange for MGO Merger Consideration in a form acceptable to HMI and MGO. Upon receipt of an “agent’s message” by the Transfer Agent (or such other evidence, if any, of transfer as the Transfer Agent may reasonably request), the holder of a MGO Share that was converted pursuant to Section 1.6(a) into MGO Merger Consideration shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the MGO Merger Consideration applicable to the surrendered shares in book-entry form, without interest (subject to any applicable withholding Tax). The Holdings Common Shares to be delivered as MGO Merger Consideration shall be settled through DTC and issued in uncertificated book-entry form through the customary procedures of DTC, unless a physical Holdings Common Share is required by applicable Law, in which case Holdings and HMI shall jointly cause the Transfer Agent to promptly send certificates representing such Holdings Common Shares to such holder. If payment of MGO Merger Consideration is to be made to a Person other than the Person in whose name the surrendered MGO Share in exchange therefor is registered, it shall be a condition of payment that (i) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of MGO Merger Consideration to a Person other than the registered holder of MGO Share surrendered or shall have established to the reasonable satisfaction of Holdings and HMI that such Tax either has been paid or is not applicable.

(b) Distributions with Respect to Exchanged Common Shares. All Holdings Common Shares to be issued as MGO Merger Consideration shall be deemed issued and outstanding as of the Merger Effective Time. Subject to the effect of escheat, Tax or other applicable Laws, the holder of whole Holdings Common Shares issued in exchange for MGO Shares pursuant to Section 1.6(a) will be promptly paid, without interest (subject to any applicable withholding Tax), the amount of dividends or other distributions with a record date after the Merger Effective Time and theretofore paid with respect to such whole Holdings Common Shares.

(c) Adjustments to MGO Merger Consideration. The MGO Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to MGO Shares or HMI Shares occurring on or after the date of this Agreement and prior to the Merger Effective Time.

1.12 Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of MGO and Merger Sub, the officers and directors of MGO and Holdings are fully authorized in the name of their respective entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

1.13 Tax Consequences. The Parties hereby agree and acknowledge that for U.S. federal income tax purposes, it is intended that (a) taken together, the Share Acquisition and the Merger will qualify as an exchange under Section 351 of the Code and (b) the Merger will not result in gain being recognized under Section 367(a)(1) of the Code by any stockholder of MGO (other than for any stockholder that would be a “five-percent transferee shareholder” (within the meaning of United States Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Holdings following the transaction that does not enter into a five-year gain recognition agreement (“GRA”) pursuant to United States Treasury Regulations Section 1.367(a)-8(c)) ((a) and (b), together, the “Intended Tax Treatment”). To the extent permitted under applicable Law, (i) the Parties intend that the Merger also qualify as a “reorganization” under Section 368(a) of the Code and (ii) this Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to the Merger within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder.

ARTICLE II

SHARE ACQUISITION

2.1 Exchange of HMI Shares. At the Share Acquisition Closing and subject to and upon the terms and conditions of this Agreement and the Organizational Documents of HMI, HMI Shareholders shall sell, assign and transfer to Holdings, and Holdings shall purchase, acquire, assume and accept from the HMI Shareholders, all of the legal and beneficial title to the HMI Shares with full title guarantee, free from all Liens (other than Liens arising as a result of transfer restrictions under applicable securities Laws and the relevant Organizational Documents) and together with all rights attaching to the HMI Shares at the Share Acquisition Closing (including the right to receive all distributions, returns of capital and dividends declared, paid or made in respect of the HMI Shares after the Share Acquisition Closing). Following the Share Acquisition Closing, HMI will be a wholly owned Subsidiary of Holdings.

2.2 Consideration.

(a) Subject to and upon the terms and conditions of this Agreement, the aggregate consideration owed to each HMI Shareholder in exchange for such HMI Shareholder’s HMI Shares shall consist of (i) the issuance in respect of each HMI Share owned by that HMI Shareholder of a number of Holdings Common Shares equal to the HMI Share Consideration (collectively, the “HMI Closing Shares”), and (ii) the issuance of the proportion of the total Earnout Shares, if any, set forth next to the name of the relevant HMI Shareholder in Schedule 1 to this Agreement, in each case subject to, and in an amount determined in accordance with, Section 2.4 (collectively, in respect of each HMI Shareholder, its “HMI Shareholder Consideration”).

(b) Holdings shall issue to each HMI Shareholder (i) the HMI Closing Shares at the Share Acquisition Closing and (ii) the Earnout Shares, if any, on the date determined in accordance with Section 2.4.

(c) In addition, Holdings shall issue to Maxim Partners LLC (or its designees) (i) at the Closing a number of Holdings Common Shares equal to 2.64 % of the total HMI Closing Shares and (ii) at such time the Earnout Shares, if any, are issued pursuant to Section 2.4(c), a number of Holdings Common Shares equal to 2.64% of the Earnout Shares issued at such time, such issuances to be in full satisfaction of all obligations of MGO under the Advisory Agreement.

2.3 Transfer of HMI Shares and Other Undertakings.

(a) At or prior to the Closing, each HMI Shareholder shall deliver or procure the delivery to Holdings of:

(i) a duly executed stock transfer form in respect of its HMI Shares to effect the transfer of its HMI Shares (the “STFs”);

(ii) share certificates representing its HMI Shares (“HMI Certificate”), if its HMI Shares are certificated (in the event that any HMI Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a HMI Certificate to Holdings, the relevant HMI Shareholder may instead deliver to Holdings an indemnity for lost certificate in form and substance reasonably acceptable to Holdings);

(iii) a copy of any power of attorney in form and substance reasonably acceptable to Holdings under which any document to be executed by any HMI Shareholder under this Agreement has been executed;

(iv) a duly executed counterpart to the Lock-Up/Leak Out Agreement; and

(v) a duly executed certificate in accordance with Section 10.3(c).

(b) At the Share Acquisition Closing, HMI shall deliver or procure the delivery to Holdings of a copy of the executed and undated resolution of the board of directors of HMI, or similar authorization, (i) approving the form of the STFs and the transfer of the HMI Shares from the HMI Shareholders to Holdings and (ii) instructing the Transfer Agent to update HMI’s register of security holders such that Holdings is entered in the register of members as the sole holder of all of the HMI Shares.

2.4 Earnout Shares.

(a) In consideration for the HMI Shareholders’ sale, assignment and transfer of the HMI Shares pursuant to the Share Acquisition (and in addition to the issuance of the HMI Closing Shares pursuant to Section 2.2), Holdings shall issue Holdings Common Shares equal to 10% of the total number of HMI Closing Shares issued pursuant to Section 2.2, as adjusted to take into account any share consolidation, stock split, stock dividend, or similar event effected with respect to Holdings Common Shares (the “Earnout Shares”) to the HMI Shareholders who were securityholders of HMI immediately prior to the Closing, if any of the following conditions are met:

(i) the 2024 Revenue equals or exceeds US$45.0 million,

(ii) the 2024 EBITDA equals or exceeds US$30.0 million, or

(iii) the 2024 Net Income equals or exceeds US$25.0 million.

(b) For purposes of this Section 2.4:

(i) “2024 Revenue” shall mean the amount of revenue (or its equivalent metric under U.S. GAAP) reported in the consolidated audited statement of income/operations of Holdings for the year ended December 31, 2024 included in the annual report of Holdings filed with the SEC for that year (the “2024 Annual Report”);

(ii) “2024 Net Income” shall mean the amount of net income (or its equivalent metric under U.S. GAAP) reported in the consolidated audited statement of income/operations of Holdings for the year ended December 31, 2024 included in the 2024 Annual Report; and

(iii) “2024 EBITDA” shall mean 2024 Net Income, plus the amount of interest, taxes, depreciation and amortization (or their equivalent metrics under U.S. GAAP) reported in the consolidated audited statement of income/operations of Holdings for the year ended December 31, 2024 included in the 2024 Annual Report;

in each case, adjusted to eliminate (without duplication) (x) the effects of the Transactions, including fees and expenses, taxes incurred, paid or recognized, any gain or loss on disposition, and any one-time accounting charges, adjustments or write-downs, in each case directly attributable to the Transactions, and (y) any revenue, net income, or component of EBITDA of MGO consolidated into the financial statements of Holdings.

(c) If any condition in Section 2.4(a) is satisfied, the Earnout Shares shall be issued within ten calendar days following the date on which Holdings files its 2024 Annual Report with the SEC.

2.5 Fractional Shares. Notwithstanding anything to the contrary contained herein, no fraction of a Holdings Common Share will be issued, in any form, by virtue of this Agreement, the Merger or the other Transactions, and each Person who would otherwise be entitled to a fraction of a Holdings Common Share (after aggregating all fractional Holdings Common Shares that would otherwise be received by such Person) shall instead have the number of Holdings Common Shares issued to such Person rounded up or down to the nearest whole Holdings Common Share. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Calculations in respect of fractional shares will be made separately in respect of Holdings Common Shares issued at Closing and Holdings Common Shares issued as Earnout Shares.

2.6 HMI Shareholder Consent. Each HMI Shareholder hereby approves, authorizes and consents to HMI’s execution and delivery of this Agreement and the Ancillary Documents to which HMI is or is required to be a party or otherwise bound, the performance by HMI of its obligations hereunder and thereunder and the consummation by HMI of the Transactions. Each HMI Shareholder acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of such HMI Shareholder as may be required (and shall, if applicable, operate as a written shareholder resolution of HMI) pursuant to HMI’s Organizational Documents, the Shareholders’ Agreement, any other agreement in respect of HMI to which such HMI Shareholder is a party or bound and all applicable Laws. Each of HMI Shareholders hereby waives and disapplies any and all pre-emption rights, rights of first refusal, tag along, drag along and other rights (each, howsoever described) which may have been conferred on it under HMI’s Organizational Documents, the Shareholders’ Agreement or otherwise as may affect the Transactions (other than its rights pursuant to this Agreement). Further, subject to applicable Law, HMI and the HMI Shareholders hereby waive any obligations of any other Person pursuant to HMI’s Organizational Documents to the extent they relate to the Transactions.

2.7 Termination of Certain Agreements. Without limiting the provisions of Section 2.6, HMI and the HMI Shareholders hereby agree that, effective at the Closing, any shareholders, voting or similar agreement among HMI and any of the HMI Shareholders or among the HMI Shareholders with respect to HMI or its shares (including the Shareholders’ Agreement) that is effective immediately prior to the Closing shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect with no Liability whatsoever for HMI; provided, that this provision shall not apply to any agreement between Holdings and the HMI Shareholders with respect to Holdings or the Holdings Common Shares. Further, HMI and the HMI Shareholders hereby waive any obligations of the parties under any agreement described in the preceding sentence with respect to the Transactions, and any failure of such parties to comply with the terms thereof in connection with the Transactions.

2.8 Withholding. MGO, Holdings, HMI, the Transfer Agent and any other applicable withholding agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

ARTICLE III

MERGER CLOSING; SHARE ACQUISITION CLOSING

3.1 Closing. The closing of the Merger (the “Merger Closing”) shall occur on the third Business Day following the satisfaction or, to the extent legally permissible, waiver of the conditions set forth in Article X (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the satisfaction of or, to the extent legally permissible, waiver by the Party benefitting from, such conditions), or at such other date as MGO, Holdings and HMI may agree in writing. The closing of the Share Acquisition (the “Share Acquisition Closing”) shall occur immediately following the Merger Closing. The closing of the Transactions (including the Merger Closing and the Share Acquisition Closing) shall be referred to herein as the “Closing”. The date of the Closing shall be referred to herein as the “Closing Date”. The Closing shall take place virtually or at such place as MGO, Holdings and HMI may agree in writing, and at such times on the Closing Date as MGO, Holdings and HMI agree in writing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MGO

Except as set forth in (a) the disclosure schedules delivered by MGO to HMI on the date hereof (the “MGO Disclosure Schedules”), or (b) the 2024 SEC Reports that are available on the SEC’s website through EDGAR, but excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements (provided, that nothing disclosed in such SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 4.1, Section 4.2 or Section 4.5), MGO represents and warrants to HMI, Holdings and the HMI Shareholders, as of the date hereof, and as of the Closing, as follows.

4.1 Organization and Standing. MGO is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be in good standing or to have such corporate power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on MGO. MGO is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in each case where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MGO. MGO has made available to HMI accurate and complete copies of its Organizational Documents, each as currently in effect. MGO is not in violation of any provision of its Organizational Documents in any material respect.

4.2 Authorization; Binding Agreement. MGO has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions (a) have been duly and validly authorized by the MGO Board and (b) other than the Required Shareholder Approval, no other corporate proceedings (including any vote of holders of any class or series of securities of MGO), other than as set forth elsewhere in this Agreement, on the part of MGO are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. The MGO Board obtained and reviewed a fairness opinion presentation, dated June 3, 2024 in connection with the Transactions from Newbridge Securities Corporation, which included a draft fairness opinion. The MGO Board, at a duly called and held meeting or in writing as permitted by MGO’s Charter, has unanimously (i) determined that this Agreement, the Ancillary Documents to which it is party and the Transactions, including the Share Acquisition and the Merger, are advisable, fair to and in the best interests of MGO Shareholders, (ii) approved and adopted this Agreement and the Ancillary Documents to which it is party, (iii) recommended that MGO Shareholders vote in favor of the approval of this Agreement, the Ancillary Documents to which it is party, the Share Acquisition, the Merger, and the other Shareholder Approval Matters (the “MGO Recommendation”) and (iv) directed that this Agreement, the Ancillary Documents to which it is party and the Shareholder Approval Matters be submitted to MGO Shareholders for their approval. This Agreement has been, and each Ancillary Document to which MGO is a party shall be when delivered, duly and validly executed and delivered by MGO and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of MGO, enforceable against MGO in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally and subject to general principles of equity (collectively, the “Enforceability Exceptions”).

4.3 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of MGO is required to be obtained or made in connection with the execution, delivery or performance by MGO of this Agreement and each Ancillary Document to which it is a party or the consummation by MGO of the Transactions, other than (a) any filings required with Nasdaq or the SEC with respect to the Transactions, (b) applicable requirements, if any, of the Securities Act, the Exchange Act, and any state “blue sky” securities Laws, and the rules and regulations thereunder, (c) the applicable requirements of any Antitrust Laws and the expiration or termination of the required waiting periods, or the receipt of other Consents, thereunder and (d) where the failure to obtain such Consents, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on MGO.

4.4 Non-Contravention. The execution and delivery by MGO of this Agreement and each Ancillary Document to which it is a party, the consummation by MGO of the Transactions, and compliance by MGO with any of the provisions hereof and thereof, will not:

(a) conflict with or violate any provision of MGO’s Organizational Documents,

(b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3, and any condition precedent to such Consent having been satisfied, conflict with or violate any Law, Order or Consent applicable to MGO or any of its properties or assets, or

(c) (i) violate, conflict with or result in a breach of,

(ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under,

(iii) result in the termination, withdrawal, suspension, cancellation or modification of,

(iv) accelerate the performance required by MGO under,

(v) result in a right of termination or acceleration under,

(vi) give rise to any obligation to make payments or provide compensation under,

(vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of MGO under,

(viii) give rise to any obligation to obtain any Third Party Consent or provide any notice to any Person or

(ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any MGO Material Contract,

except for any deviations from any of the foregoing clauses (b) or (c) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MGO.

4.5 Capitalization.

(a) As of the date of this Agreement, the issued and outstanding MGO Securities are set forth hereto in Section 4.5(a) of the MGO Disclosure Schedules. As of the date of this Agreement, there are no issued or outstanding shares of preferred stock of MGO. All outstanding MGO Securities are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under the Delaware General Corporation Law, the MGO’s Organizational Documents or any Contract to which MGO is a party. None of the outstanding MGO Securities has been issued in violation of any applicable securities Laws. Prior to giving effect to the Transactions, MGO does not have any Subsidiaries or own any equity interests in any other Person other than the MGO Subsidiaries.

(b) Section 4.5(b) of the MGO Disclosure Schedules sets forth a true and complete list, as of the date of this Agreement, of (i) each MGO Equity Award, (ii) the name of the MGO Equity Award holder, (iii) the number of shares of MGO Common Stock underlying each MGO Equity Award, (iv) with respect to unvested MGO Equity Awards, the date on which the MGO Equity Award was granted, (v) with respect to unvested MGO Equity Awards, the vesting schedule with respect to the MGO Equity Award, including any right of acceleration of such vesting schedule, (vi) the exercise price of each MGO Equity Award, if applicable, and (vii) the expiration date of each MGO Equity Award, if applicable. Except as would not, individually or in the aggregate, reasonably be expected to be material to MGO and the MGO Subsidiaries, taken as a whole, each MGO Equity Award has been granted in compliance with all applicable securities laws or exemptions therefrom and all requirements set forth in the MGO Equity Plan and applicable award agreements.

(c) All Indebtedness of MGO as of the date of this Agreement is disclosed in Section 4.5(c) of the MGO Disclosure Schedules.

(d) Since the date of formation of MGO and except as contemplated by this Agreement, MGO has not declared or paid any distribution or dividend in respect of its securities (including MGO Securities) and has not repurchased, redeemed or otherwise acquired any of its securities (including MGO Securities), and the MGO Board has not authorized any of the foregoing.

4.6 SEC Filings; MGO Financials; Internal Controls.

(a) MGO has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by MGO with the SEC under the Securities Act and the Exchange Act, together with any amendments, restatements or supplements thereto (collectively, the “SEC Reports”), and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement and prior to the Closing. Except to the extent available on the SEC’s web site through EDGAR, MGO has delivered to HMI or made available copies in the form filed with the SEC of all of the following: (i) MGO’s quarterly reports on Form 10-Q for each fiscal quarter since the IPO to disclose its quarterly financial results in each of the fiscal years of MGO, (ii) MGO’s annual reports on Form 10-K for each fiscal year since the IPO to disclose its annual financial results in each of the fiscal years of MGO and (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by MGO with the SEC. The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) 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. As used in this Section 4.6, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b) (i) the MGO Shares, ticker MGOL, are listed on Nasdaq, (ii) other than as set forth in Section 4.6(b) of the MGO Disclosure Schedules, MGO has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of the MGO Shares, (iii) there are no Actions pending or, to the Knowledge of MGO, threatened against MGO by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting of the MGO Shares on Nasdaq, and (iv)except as described in Section 4.6(b) of the MGO Disclosure Schedules, the MGO Shares are in compliance with all of the applicable listing and corporate governance rules and regulations of Nasdaq.

(c) The financial statements and notes of MGO contained or incorporated by reference in the SEC Reports (the “MGO Financials”),

(i) fairly present in all material respects the consolidated financial position of MGO, as at the respective dates thereof, and its consolidated results of operations, consolidated income, consolidated changes in shareholders’ equity and consolidated cash flows for the respective periods then ended;

(ii) were prepared in conformity with U.S. GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the footnote disclosures thereto) and except that the MGO Financials do not include normal year-end adjustments;

(iii) were prepared from, and are in accordance with, in all material respects, the books and records of MGO;

(iv) MGO’s audited financial statements for the years ended December 31, 2022 and 2023, were audited in accordance with the standards of the Public Company Accounting Oversight Board and contain an unqualified report of MGO’s auditor; and

(v) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to MGO in effect as of the respective dates thereof.

(d) Except as and to the extent reflected or reserved against in the balance sheet of MGO dated March 31, 2024, included in the MGO Financials, MGO has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with U.S. GAAP, other than Liabilities that have been incurred since MGO’s formation in the ordinary course of business. MGO does not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. As of the date of this Agreement, no financial statements of any Person other than those of MGO are required by U.S. GAAP to be included in the MGO Financials.

(e) Neither MGO nor MGO’s independent auditors has identified any (i) “significant deficiency” in the internal controls over financial reporting of MGO, (ii) “material weakness” in the internal controls over financial reporting of MGO, (iii) Fraud that involves management or other employees of MGO who have a role in the internal controls over financial reporting of MGO or (iv) any written claim or allegation regarding any of the foregoing.

(f) Except as not required in reliance on exemptions from various reporting requirements by virtue of MGO’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, (i) MGO has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of MGO’s financial reporting and the preparation of MGO’s financial statements for external purposes in accordance with U.S. GAAP, and (ii) MGO has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to MGO is made known to MGO’s principal executive officer and principal financial officer by others within MGO, including during the periods in which the periodic reports required under the Exchange Act are being prepared.

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

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

4.7 Compliance with Laws. Except where the failure to be, or to have been, in compliance with such Laws, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on MGO, (a) MGO is and since the date of formation of MGO has been, in compliance with, and not in conflict, default or violation of, any applicable Laws and (b) MGO has not received, since the date of formation of MGO, any written or, to the Knowledge of MGO, oral notice of any conflict or non-compliance with, or default or violation of, any applicable Laws by which it is or was bound.

4.8 Actions; Orders; Permits. MGO (and its employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with MGO), holds all Permits necessary to lawfully conduct in all material respects its business as presently conducted, and to own, lease and operate its assets and properties (collectively, the “MGO Permits”), except where the failure to obtain or maintain the same, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on MGO. Except in each case where the failure or violation, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on MGO, (a) all of the MGO Permits are in full force and effect, and no suspension or cancellation of any of the MGO Permits is pending or, to MGO’s Knowledge, threatened, (b) MGO is not in violation in any material respect of the terms of any MGO Permit and (c) since the date of formation of MGO, MGO has not received any written, or to the Knowledge of MGO, oral notice of any Actions relating to the revocation or modification of any MGO Permit.

4.9 Taxes and Returns.

(a) MGO has timely filed, or caused to be timely filed, all income and other material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects. MGO has timely paid, or caused to be timely paid, all material Taxes required to be paid by it, other than such Taxes being contested in good faith by appropriate proceedings and for which adequate reserves in the MGO Financials have been established in accordance with U.S. GAAP.

(b) MGO has complied in all material respects with all applicable Tax Laws relating to withholding and remittance of Taxes, and all material amounts of Taxes required by applicable Tax Laws to be withheld by MGO have been withheld and timely paid over to the appropriate Governmental Authority, including with respect to any amounts owing to or from any employee, independent contractor, shareholder, creditor, or other Third Party.

(c) There are no material claims, assessments, audits, examinations, investigations or other Actions pending, in progress or threatened against MGO, in respect of any Tax, and MGO has not been notified in writing of any material proposed Tax claims or assessments against MGO.

(d) There are no material Liens with respect to any Taxes upon any of MGO’s assets, other than Permitted Liens. MGO has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by MGO for any extension of time within which to file any Tax Return or within which to pay any Taxes. No written claim which remains outstanding has been made by any Governmental Authority with respect to a jurisdiction in which MGO does not file a Tax Return that MGO is or may be subject to Tax in that jurisdiction that would be the subject of or covered by such Tax Return.

(e) MGO has not had a permanent establishment, branch or representative office in any country other than the country of its organization.

(f) MGO has not in any year for which the applicable statute of limitations remains open distributed stock of another person, nor has had its shares distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(g) MGO has not been a party to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax Law.

(h) MGO has duly retained all records that it is required to retain for Tax purposes, or that would be needed to substantiate any claim made or position taken in relation to Taxes.

(i) MGO is not treated for any Tax purpose as a resident in a country other than the country of its incorporation.

(j) MGO has not taken, and has not agreed to take, any action that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. To the Knowledge of MGO, there are no facts or circumstances that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. MGO is not aware of any plan or intention to cause Holdings or MGO to be liquidated (for U.S. federal income tax purposes) following the Merger. To the knowledge of MGO, no MGO Shareholder, HMI Shareholder or PIPE Investor has entered into, or has any current plan or intention to enter into, any Contract to dispose of any Holdings Common Shares received in the Transactions (including for the avoidance of doubt, the PIPE Investment).

(k) MGO makes no representation or warranty as to the deductibility of any of its net operating loss carryforwards.

(l) MGO has not extended, deferred or delayed the withholding or payment of any Taxes under the CARES Act, the CAA or otherwise as a result of the effects of COVID-19 (including pursuant to IRS Notice 2020-65 or IRS Notice 2021-11). To the extent the MGO has availed itself of any Tax credits under Section 2301 of the CARES Act (or any other COVID-19 related government schemes in jurisdictions outside the US), MGO has complied in all material respects with all requirements of applicable Tax Law to claim such Tax credits.

4.10 Employees and Employee Benefit Plans.

(a) MGO is a party to a Customer Service Agreement (“PEO Agreement”) with Justworks Employment Group LLC (“PEO”) under which PEO and MGO are co-employers of the individuals performing services pursuant to the PEO Agreement, who are considered “co-employees” of PEO and MGO pursuant to the PEO Agreement (“PEO Employees”). Pursuant to the PEO Agreement, PEO is responsible for, among other things, administering payroll, payroll taxes and unemployment insurance, employee benefits, workers compensation insurance and employment practices insurance. MGO has complied in all material respects with its responsibilities under the PEO Agreement and in respect of employee benefit plans sponsored, administered or maintained by PEO in which PEO Employees have participated (“PEO Benefit Plans”). Except with respect to amounts which are not past due and were incurred in the ordinary course of business consistent with past practice, MGO has paid in full all amounts owed to PEO with respect to the PEO Employees, and MGO has no other Liabilities to PEO in respect of PEO Employees or PEO Benefit Plan, and to the knowledge of MGO, PEO is not in breach of any of its obligations to the PEO Employees.

(b) Section 4.10(b) of the MGO Disclosure Schedules contains a list of all persons who are PEO Employees or employees of MGO or any MGO Subsidiary who are not PEO Employees (“Non-PEO Employees”), and independent contractors or consultants of MGO or any MGO Subsidiary as of the date hereof. Except as set forth on Section 4.10(b) of the MGO Disclosure Schedules, all PEO Employees and Non-PEO Employees of MGO are employed on an “at-will” basis, and no such employee has any formal or informal entitlement to a severance or other payment upon termination, transfer or otherwise.

(c) Section 4.10(c) of the MGO Disclosure Schedules sets forth each material MGO Benefit Plan. For purposes of this Agreement, “MGO Benefit Plan” means each Benefit Plan, in each case, (i) that is sponsored, administered, maintained, entered into, contributed to (or required to be contributed to) by MGO, any MGO Subsidiary or any of their Affiliates for the benefit of current or former employees, officers, directors, individual independent contractors or consultants (or any spouse, dependent or beneficiary thereof) of MGO or any MGO Subsidiary (including any individual who will be a Continuing Employee) or (ii) with respect to which MGO or any MGO Subsidiary has or could have any obligation or liability (whether actual or contingent). With respect to each material MGO Benefit Plan, MGO has made available to HMI correct and complete copies of (or, to the extent no such copy exists, a description of), in each case, to the extent applicable, (i) all plan documents, summary plan descriptions, summaries of material modifications, and amendments related to such plans and any related trust agreement, (ii) the most recent audited financial statement and actuarial report, (iii) all material filings and correspondence with any Governmental Authority in the last three years and (iv) all material related agreements, trust agreements, insurance contracts and other agreements which implement each such MGO Benefit Plan.

(d) Each of the MGO Benefit Plans has been operated and administered in all material respects in accordance with its terms and in compliance with applicable Law, including ERISA, the Code and, in each case, the regulations thereunder. All contributions or other material amounts payable by MGO or the MGO Subsidiaries pursuant to each MGO Benefit Plan in respect of current or prior plan years have been timely paid or accrued in accordance with U.S. GAAP or applicable international accounting standards. There are no pending, or to MGO’s Knowledge, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the MGO Benefit Plans or any trusts related thereto that would result in a material liability.

(e) None of MGO, the MGO Subsidiaries or any of their respective ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains or contributes to (or has any obligation to contribute to), or has in the past sponsored, maintained or contributed to (or had any obligation to contribute to), or has any direct or indirect Liability (including any contingent Liability) with respect to, any plan subject to Section 302 or Title IV of ERISA (including any Multiemployer Plan) or Section 412, 430 or 4971 of the Code that has not been satisfied in full.

(f) No MGO Benefit Plan has any current or future liability for, and no MGO Benefit Plan provides or promises, any health or welfare benefits, including post-retirement health, medical, hospitalization, disability, death, life or other retiree welfare benefits (whether insured or self-insured) with respect to current or former employees, officers, independent contractors, consultants or directors of MGO or MGO Subsidiaries (or their spouse, dependents or beneficiaries) beyond their retirement or other termination of service, other than coverage mandated by applicable Law.

(g) (i) Each of the MGO Benefit Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter or opinion letter as to its qualification and (ii) there are no existing circumstances or any events that have occurred that would reasonably be expected to result in the loss of the qualified status of any such plan. Each such favorable determination letter has been provided or made available to HMI. Each trust created under any such MGO Benefit Plan is exempt from taxes under Section 501(a) of the Code and has been so exempt since its creation.

(h) All returns, reports and disclosure statements required to be made under ERISA and the Code with respect to all MGO Benefit Plans have, in all material respects, been timely filed or delivered. None of MGO, the MGO Subsidiaries or any of their respective ERISA Affiliates nor any of their directors, officers, employees or agents, nor any fiduciary, trustee or administrator of any MGO Benefit Plan or trust created under any MGO Benefit Plan, has engaged in or been a party to any “prohibited transaction” as defined in Section 4975 of the Code and Section 406 of ERISA that could result in any material liability being incurred by MGO or the MGO Subsidiaries.

(i) Neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with any other event) will, except as required by the terms of this Agreement, (i) result in any payment (including severance and unemployment compensation, forgiveness of Indebtedness or otherwise) becoming due to any current or former director or any employee, director, independent contractor or consultant of MGO or any MGO Subsidiary, (ii) increase any compensation or benefits otherwise payable under any MGO Benefit Plan, (iii) result in any acceleration of the time of payment, funding or vesting of any compensation or benefits under any MGO Benefit Plan, (iv) result in any breach or violation of, or default under or limit MGO’s or any MGO Subsidiary’s right to amend, modify, terminate or transfer the assets of, any MGO Benefit Plan or (v) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that would, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) or result in an excise tax under Section 4999 of the Code.

(j) Each MGO Benefit Plan, if any, which is maintained outside of the United States (i) has, in all material respects, been operated in conformance with the applicable statutes or governmental regulations and rulings relating to such plans in the jurisdictions in which such MGO Benefit Plan is present or operates and, to the extent relevant, the United States, (ii) that is intended to qualify for special tax treatment has, in all material respects, met all requirements for such treatment and (iii) that is intended to be funded or book-reserved are fully funded or book reserved, as appropriate, based upon reasonable actuarial assumptions.

(k) Each MGO Benefit Plan has been maintained and operated in documentary and operational compliance in all materials respects with any applicable provisions of Section 409A of the Code or an available exemption therefrom.

(l) MGO is not a party to nor does it have any obligation under any MGO Benefit Plan to gross-up, indemnify or otherwise compensate any Person for excise Taxes, interest or penalties, including any Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 457A or 409A of the Code.

(m) Section 4.10(m) of the MGO Disclosure Schedules sets forth each severance, termination or other similar payment or provision of benefits that an employee or consultant would be entitled to receive pursuant to his or her employment agreement or consultant agreement, other terms of employment or consultancy or applicable law as a result of the Transactions or a termination of employment or consultancy in connection therewith at the Closing that would exceed $100,000 along with an aggregate total for employees or consultants who would not individually exceed that threshold.

4.11 Labor Matters.

(a) Neither MGO nor any MGO Subsidiary is a party to, or bound by, or is currently negotiating in connection with entering into or amending, any collective bargaining agreement or other Contract with a labor or trade union, works council or labor organization. During the past two years, there has been no material labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Knowledge of MGO, threatened against or affecting MGO or any MGO Subsidiaries. To the Knowledge of MGO, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of MGO or any MGO Subsidiary.

(b) There are no, and in the past two years there have not been any, material unfair labor practice complaints pending or, to the Knowledge of MGO, threatened against MGO or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority.

(c) MGO and each MGO Subsidiary are and have been since January 1, 2021 in compliance with all applicable Law respecting labor and employment, including without limitation, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, mass layoffs, worker classification, sexual harassment, discrimination, exempt and non-exempt status, compensation and benefits, wages and hours and the Worker Adjustment and Retraining Notification Act of 1988, as amended, overtime, the payment of wages and withholding of Taxes, except where such non-compliance has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MGO.

(d) To MGO’s Knowledge, in the last two years, (i) no allegations of sexual harassment or misconduct or workplace discrimination or harassment (including based on race, ethnicity or gender) have been made against any current or former employee of MGO, and (ii) neither MGO nor any of the MGO Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or misconduct or workplace discrimination or harassment (including, without limitation, based on race, ethnicity or gender) by any such employee. MGO has established and distributed to all of its employees a policy against harassment and a complaint procedure, and it has required all managers and staff to undergo anti-harassment training where required by applicable Laws.

(e) Each current and former individual who has been classified by MGO as (i) an independent contractor or other non-employee status, or (ii) an exempt or non-exempt employee for purposes of the Fair Labor Standards Act (or any similar state, local or foreign Law) has been properly so classified for all purposes, including for Tax purposes and purposes of any MGO Benefit Plans. MGO has paid or properly accrued in the ordinary course of business all wages and compensation due to any current or former employees, including all overtime pay, paid time off, holidays or holiday pay and bonuses.

(f) Section 4.11(f) of the MGO Disclosure Schedules sets forth, for each employee of MGO or any MGO Subsidiary as of the date hereof, such employee’s name, employer, title, hire date, location, whether full- or part-time, annual base salary or wage rate.

4.12 Litigation. Other than as set forth on Section 4.12 of the MGO Disclosure Schedules, as of the date hereof, there are no Proceedings pending or, to MGO’s Knowledge, threatened against MGO or any MGO Subsidiary or any of their respective properties, rights or assets by or before, and there are no orders, judgments or decrees of or settlement agreements with, any Governmental Authority. Section 4.12 of the MGO Disclosure Schedules sets forth a list of all Proceedings or threatened proceedings, orders, judgments or decrees of or settlement agreements relating to MGO occurring on or prior to the date hereof.

4.13 Intellectual Properties.

(a) Section 4.13 of MGO Disclosure Schedules contains a true and complete list of all registrations or application for registration included in the MGO Owned IP, specifying as to each such item, as applicable (i) the name or title of such item, (ii) the record owner of such item, (iii) each jurisdiction in which such item is issued or registered or in which any application for issuance or registration has been filed, (iv) the respective issuance, registration, or application number of such item and (v) the date of application and issuance or registration of such item.

(b) Except as would not be material to MGO or any MGO Subsidiary: (i) MGO or a MGO Subsidiary is the sole and exclusive legal and beneficial owner of all MGO Owned IP and holds all right, title and interest in and to such MGO Owned IP and its rights under any and all MGO Licensed Intellectual Property, in each case, free and clear of all Liens (other than Permitted Liens); and (ii) MGO and each MGO Subsidiary is the sole and exclusive owner of all Intellectual Property developed or created for or on behalf of MGO or such MGO Subsidiary by former and current employees, independent contractors and other Persons.

(c) Except as would not be material to MGO or any MGO Subsidiary: (i) MGO and MGO Subsidiaries’ rights in the MGO Owned IP are valid, subsisting and enforceable; (ii) none of the MGO Owned IP has been adjudged invalid or unenforceable in whole or in part; (iii) there exist no restrictions on MGO or any MGO Subsidiary’s disclosure, use, license or transfer of the MGO Owned IP; and (iv) the consummation of the Transactions will not alter, encumber, impair or extinguish any MGO Owned IP or any of MGO or MGO Subsidiaries’ rights under any MGO Licensed Intellectual Property.

(d) Except as would not be material to MGO or any MGO Subsidiary: (i) MGO and each MGO Subsidiary owns all right, title and interest in, or otherwise has a valid, enforceable and sufficient right to use all Intellectual Property used or held for use in, or otherwise necessary to conduct the business of MGO and each MGO Subsidiary as currently conducted by MGO and each MGO Subsidiary; (ii) neither MGO nor any MGO Subsidiary is currently infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated any Intellectual Property of any Third Party; (iii) to MGO’s Knowledge, no Third Party has infringed, misappropriated or otherwise violated or is currently infringing, misappropriating or otherwise violating any MGO Intellectual Property; and (iv) there are no actions, suits, claims or proceedings pending or threatened that (A) challenge or question MGO’s or any MGO Subsidiary’s ownership or right to use any MGO Owned IP or (B) assert infringement, misappropriation or violation by MGO or any MGO Subsidiary of any Intellectual Property of a Third Party.

(e) Except as would not be material to MGO or any MGO Subsidiary: (i) MGO and MGO Subsidiaries have implemented commercially reasonable policies and have taken commercially reasonable steps necessary to maintain, protect and enforce their rights in the MGO Owned IP, including payment of all applicable maintenance fees and steps necessary to protect and preserve the confidentiality of all trade secrets and other confidential information included in the MGO Owned IP; and (ii) to MGO’s Knowledge, no employees, independent contractors or other Persons have disclosed any of the trade secrets or other confidential information included in the MGO Owned IP.

(f) Except as would not be material to MGO or any MGO Subsidiary: (i) the IT Systems are fully functional and operate and perform in accordance with their documentation and functional specifications and otherwise in a manner that permits MGO and each MGO Subsidiary to conduct its business as currently conducted; (ii) MGO and each MGO Subsidiary have taken all reasonable steps to protect the confidentiality, integrity and security of the IT Systems used in connection with the conduct of the business of MGO and any MGO Subsidiary from Contaminants and from any unauthorized use, access, interruption, modification or corruption, including commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures; and (iii) to MGO’s Knowledge, there has been no unauthorized access, use, intrusion, interruption, modification, breach or failure of MGO or any MGO Subsidiary’s IT Systems, and the data and information which they store or process has not been corrupted or accessed without MGO’s or any MGO Subsidiary’s authorization. As used herein, “Contaminants” means any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of such software or data or other software of users.

(g) Except as would not be material to MGO or any MGO Subsidiary: (i) MGO and each MGO Subsidiary complies with, and has at all times complied with, (A) applicable Law, as well as its own rules, policies, and procedures, relating to privacy, security, data protection and the collection, retention, processing, storage, transfer, protection and use of Personal Data collected, used or held for use by MGO or any MGO Subsidiary and (B) all Contracts under which MGO or any MGO Subsidiary is a party to or bound by relating to privacy, security, data protection and the collection, retention, processing, storage, transfer, protection and use of Personal Data collected, used or held for use by MGO or any MGO Subsidiary (collectively, “Privacy Obligations”); (ii) no Personal Data has been collected, used, stored or otherwise processed, transferred or disclosed by MGO or any MGO Subsidiary in violation of any Privacy Obligations; (iii) no action is pending or, to MGO’s Knowledge, threatened against MGO or any MGO Subsidiary alleging a violation of any Privacy Obligation; and (iv) the consummation of the Transactions will not breach or otherwise cause any violation by MGO or any MGO Subsidiary of any Privacy Obligation of MGO or such MGO Subsidiary.

4.14 Real Property; Assets. Neither MGO nor any MGO Subsidiary owns any real property. Section 4.14 of MGO Disclosure Schedules sets forth a list, as of the date hereof, of Contracts pursuant to which MGO or any MGO Subsidiary leases, subleases or occupies any real property that is material to MGO or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “MGO Leases”). Neither MGO nor any MGO Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a MGO Lease or any portion thereof. Each MGO Lease is valid, binding and in full force and effect, subject to the Enforceability Exceptions, and no uncured default of a material nature on the part of MGO or, if applicable, any MGO Subsidiary or, to MGO’s Knowledge, the landlord thereunder exists with respect to any MGO Lease. MGO or a MGO Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable MGO Lease, each real property subject to MGO Leases necessary for the conduct of the business of MGO and MGO Subsidiaries as currently conducted, free and clear of all Liens, other than Permitted Liens. MGO or a MGO Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of MGO and MGO Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

4.15 Data Protection and Cybersecurity.

(a) For the purposes of this Section 4.15, the terms “personal data breach” and “processing” (and its cognates) shall have the meaning given to them in the GDPR.

(b) MGO (i) has implemented and maintains appropriate technical and organizational measures designed to protect Personal Data relating to the business of MGO against personal data breaches and cybersecurity incidents and (ii) complies in all material respects with all contractual obligations to which it is bound relating to the privacy, security, processing, transfer and confidentiality of Personal Data.

(c) Except as would not, individually or in the aggregate, be material to MGO, taken as a whole, since January 1, 2021, none of MGO or any MGO Subsidiary has (i) suffered, or has discovered, any security breach of or, to the Knowledge of MGO, intrusion into any of MGO’s computer networks, the IT Systems or any other computer networks or systems containing Personal Data or MGO’s data, (ii) been subject to any actual, pending or, to the Knowledge of MGO, threatened in writing investigations, notices or requests from any Governmental Authority in relation to their data processing or cybersecurity activities, and (iii) received any actual, pending or, to the Knowledge of MGO, threatened claims from individuals alleging any breach of, or exercising their rights under, Data Protection Laws.

4.16 Material Contracts.

(a) Other than this Agreement, the Ancillary Documents or as set forth in Section 4.16 of the MGO Disclosure Schedules, there are no Contracts to which MGO is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $25,000, (ii) may not be cancelled by MGO on less than 60 days’ prior notice without payment of a material penalty or termination fee, (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of MGO or any of its current or future Affiliates, any acquisition of material property by MGO or any of its current or future Affiliates, or restricts in any material respect the ability of MGO or any of its current or future Affiliates from engaging in any business or from competing with any other Person or (iv) is a “material contract” (as such term is defined in Regulation S-K of the Securities Act) (each, a “MGO Material Contract”). MGO has made all MGO Material Contracts available to HMI, other than those that are exhibits to MGO’s annual report for the fiscal year ended December 31, 2023 on Form 10-K that was filed with the SEC on April 1, 2024 as amended by the Form 10-K/A filed on June 3, 2024 or MGO’s Quarterly Report on Form 10-Q that was filed on May 20, 2024 (collectively, the “2024 SEC Reports”).

(b) With respect to each MGO Material Contract: (i) the MGO Material Contract was entered into at arms’-length and in the ordinary course of business, (ii) the MGO Material Contract is valid, binding and enforceable in all material respects against MGO and, to the Knowledge of MGO, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions), (iii) MGO is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by MGO, or permit termination or acceleration by the other party, under such MGO Material Contract, and (iv) to the Knowledge of MGO, no other party to any MGO Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by MGO under any MGO Material Contract.

4.17 Transactions with Affiliates. Section 4.17 of the MGO Disclosure Schedules sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between MGO, on the one hand, and any present or former director, officer, employee, manager, direct equityholder or Affiliate of MGO, or any immediate family member of any of the foregoing.

4.18 Investment Company Act; JOBS Act. MGO is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration and regulation as an “investment company”, in each case within the meaning of the Investment Company Act. MGO constitutes an “emerging growth company” within the meaning of the JOBS Act.

4.19 Finders and Brokers. Except as set forth in Section 4.19 of the MGO Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from MGO, the MGO Principals or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of MGO, the MGO Principals or any of their respective Affiliates.

4.20 Certain Business Practices.

(a) For the past five years, MGO has been in compliance with the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), and all other applicable anti-corruption and anti-bribery Laws, in all material respects. MGO is not subject to any Action by any Governmental Authority involving any actual or, to the Knowledge of MGO, suspected, violation of any applicable anti-corruption Law.

(b) For the past five years, the operations of MGO have been conducted at all times in material compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, to the extent applicable, and no Action involving MGO with respect to any of the foregoing is pending or, to the Knowledge of MGO, threatened.

(c) None of MGO or any of its directors or officers, or, to the Knowledge of MGO, any other Representative acting on behalf of MGO is currently the target of economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of State, or the United Nations Security Council, the European Union, any European Union member state, or the United Kingdom (“Sanctions”), including (i) identified on the OFAC Specially Designated Nationals and Blocked Persons List, (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, Cuba, Iran, Syria, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic) (each a “Sanctioned Country”), or (iii) in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, by a Person identified in (i) or (ii); and MGO has not, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any Sanctioned Country or for the purpose of financing the activities of any Person currently the target of, or otherwise in violation of, applicable Sanctions in the last five fiscal years. Neither MGO nor any of its directors or officers, nor, to the Knowledge of MGO, any other Representative acting on behalf of MGO has, in the last five fiscal years, engaged in any conduct, activity, or practice that would constitute a violation or apparent violation of any applicable Sanctions. No Action involving MGO with respect to any of the foregoing is pending or, to the Knowledge of MGO, threatened.

4.21 Insurance. Section 4.21 of the MGO Disclosure Schedules lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by MGO relating to MGO or its business, properties, assets, directors, officers and employees, copies of which have been provided to HMI. All premiums due and payable under all such insurance policies have been timely paid and MGO is otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of MGO, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. There have been no insurance claims made by MGO. MGO has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to MGO.

4.22 Information Supplied. None of the information supplied or to be supplied by MGO or its Subsidiaries, Affiliates and Representatives expressly for inclusion or incorporation by reference: (a) in any current report on Form 6-K or Form 8-K or report on Form 20-F or Form 10-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions, (b) in the Registration Statement or (c) in the mailings or other distributions to MGO Shareholders and prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, 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.

4.23 No Undisclosed Liabilities. Neither MGO nor any MGO Subsidiary has any liabilities of any nature, whether or not accrued, contingent, absolute or otherwise, except (a) as and to the extent specifically disclosed, reflected or reserved against in MGO’s consolidated balance sheet (or the notes thereto) included in MGO’s SEC Reports filed or furnished prior to the date hereof, (b) for liabilities incurred or which have been discharged or paid in full, in each case, in the ordinary course of business consistent with past practice since June 18, 2024 (other than any liability for any material breaches of Contracts), or (c) as expressly required or expressly contemplated by this Agreement or resulting from the Transactions. Section 4.23 of the MGO Disclosure Schedules sets forth a list of all liabilities referenced in (a) and (b) hereof.

4.24 MGO Acknowledgment. Except for the representations and warranties contained in Article V, Article VI and Article VII and the certificate delivered pursuant to Section 10.3(c), MGO acknowledges that none of HMI, Holdings, the HMI Shareholders, any of their respective Affiliates or Representatives or any other Person makes, and MGO acknowledges that it has not relied upon or otherwise been induced by, any express or implied representation or warranty with respect to HMI or any of its Subsidiaries, Holdings or any of its Subsidiaries or the HMI Shareholders or with respect to any other information provided or made available to MGO or its Representatives in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to MGO or to MGO’s Representatives in certain “data rooms” or management presentations in expectation of the Transactions, or the accuracy or completeness of any of the foregoing, except, in each case for the representations and warranties contained in Article V, Articles VI and Article VII. Without limiting the generality of the foregoing, MGO acknowledges that, except as may be expressly provided in Article V, Article VI and Article VII and the certificate delivered pursuant to Section 10.3(c), no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospective information that may have been made available, directly or indirectly, to MGO, any of its Representatives or any other Person.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF HOLDINGS

Holdings represents and warrants to MGO, as of the date hereof and as of the Closing, as follows.

5.1 Organization and Standing. Subject to filing the A&R Holdings Charter, Holdings is a company duly incorporated, validly existing and in good standing under the Laws of the Marshall Islands and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted in each case, except where the failure to be in good standing or to have such corporate power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Holdings. Holdings is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in each case where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Holdings. Holdings has made available to MGO and HMI accurate and complete copies of its Organizational Documents, as currently in effect. Holdings is not in violation of any provision of its Organizational Documents in any material respect.

5.2 Authorization; Binding Agreement. Holdings has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions have been duly and validly authorized by the board of directors and shareholder of Holdings and no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the filing of the A&R Holdings Charter), on the part of Holdings are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder or thereunder or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which Holdings is a party has been or shall be when delivered, duly and validly executed and delivered by Holdings and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Holdings, enforceable against Holdings in accordance with its terms, subject to the Enforceability Exceptions.

5.3 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of Holdings is required to be obtained or made in connection with the execution, delivery or performance by Holdings of this Agreement and each Ancillary Document to which it is a party or the consummation by Holdings of the Transactions, other than

(a) such filings as are expressly contemplated by this Agreement,

(b) any filings required with Nasdaq or the SEC with respect to the Transactions,

(c) any the applicable requirements of any Antitrust Laws and the expiration or termination of the required waiting periods, or the receipt of other Consents, thereunder,

(d) applicable requirements, if any, of the Securities Act, the Exchange Act, and any state “blue sky” securities Laws, and the rules and regulations thereunder and

(e) where the failure to obtain such Consents, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Holdings.

5.4 Non-Contravention. The execution and delivery by Holdings of this Agreement and each Ancillary Document to which it is a party, the consummation by Holdings of the Transactions, and compliance by Holdings with any of the provisions hereof and thereof, will not

(a) subject to the filing of the A&R Holdings Charter conflict with or violate any provision of Holdings’ Organizational Documents,

(b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 hereof, and any condition precedent to such Consent having been satisfied, conflict with or violate any Law, Order or Consent applicable to Holdings or any of its properties or assets, or

(c) (i) violate, conflict with or result in a breach of,

(ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under,

(iii) result in the termination, withdrawal, suspension, cancellation or modification of,

(iv) accelerate the performance required by Holdings under,

(v) result in a right of termination or acceleration under,

(vi) give rise to any obligation to make payments or provide compensation under,

(vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of Holdings under,

(viii) give rise to any obligation to obtain any Third Party Consent or provide any notice to any Person, or

(ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of,

any material Contract of Holdings except for any deviations from any of the foregoing clauses (b) or (c), individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on Holdings.

5.5 Capitalization. As of the date hereof and as of immediately prior to the Closing, Holdings is authorized to issue a further maximum of 100 Holdings Common Shares and no preference shares. As of the date hereof, Holdings has 100 Holdings Common Shares issued and outstanding, which are owned by HMI. Prior to giving effect to the Transactions, Holdings does not have any Subsidiaries or own any equity interests in any other Person other than Merger Sub.

5.6 Holdings Activities. Since its formation, Holdings (a) has not engaged in any business activities other than as contemplated by this Agreement, (b) has not owned directly or indirectly any ownership, equity, profits or voting interest in any Person, (c) other than fees in respect of its incorporation, has not had any assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party and the Transactions and other de minimis assets or Liabilities, and (d) other than its Organizational Documents, this Agreement and the Ancillary Documents to which it is a party, has not been party to or bound by any Contract.

5.7 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from MGO, Holdings, the HMI Companies or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of Holdings.

5.8 Investment Company Act. Holdings is not an “investment company” or, a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration and regulation as an “investment company”, in each case within the meanings of the Investment Company Act.

5.9 Taxes. To the knowledge of Holdings, there is no plan or intention to cause HMI or MGO to be liquidated (for federal income Tax purposes) following the Transactions.

5.10 Information Supplied. None of the information supplied or to be supplied by Holdings expressly for inclusion or incorporation by reference: (a) in any current report on Form 6-K or Form 8-K or report on Form 20-F, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions, (b) in the Registration Statement or (c) in the mailings or other distributions to MGO Shareholders and prospective investors (including any actual or prospective PIPE Investors) with respect to the consummation of the Transactions or in any amendment to any of documents identified in clauses (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, 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, Holdings does not make any representation, warranty or covenant with respect to any information supplied by or on behalf of MGO, the HMI Companies, the HMI Shareholders or any of their respective Affiliates.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF HMI

Except as set forth in the disclosure schedules delivered by HMI to MGO on the date hereof (the “HMI Disclosure Schedules”), HMI hereby represents and warrants to MGO and as of the Closing, as follows.

6.1 Organization and Standing.

(a) HMI is a company duly incorporated, validly existing and in good standing under the Laws of the Republic of the Marshall Islands and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be in good standing or to have such corporate power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on HMI.

(b) Each HMI Company is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each HMI Company is qualified or licensed and in good standing (to the extent such concept exists) to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in each case where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on HMI.

(c) HMI has provided to MGO accurate and complete copies of the Organizational Documents of each HMI Company, each as amended to date and as currently in effect. No HMI Company is in violation of any provision of its Organizational Documents in any material respect.

6.2 Authorization; Binding Agreement. HMI and each HMI Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform HMI’s or such HMI Company’s obligations hereunder and thereunder, and to consummate the Transactions. The execution and delivery of this Agreement and each Ancillary Document to which HMI or a HMI Company is or is required to be a party and the consummation of the Transactions (a) have been duly and validly authorized by the board of directors and shareholders of HMI or such HMI Company (as applicable) in accordance with HMI’s or such HMI Company’s Organizational Documents and any applicable Law and (b) no other corporate proceedings on the part of HMI or such HMI Company is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which HMI or any HMI Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by HMI or such HMI Company, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of HMI, in each case, enforceable against HMI and such HMI Companies in accordance with its terms, subject to the Enforceability Exceptions.

6.3 Capitalization.

(a) The issued share capital of HMI consists of 95,808 HMI Shares and there are no other issued or outstanding equity interests of HMI. The HMI Shareholders are the legal and beneficial owners of all of the issued HMI Shares, with each HMI Shareholder owning the HMI Shares set forth opposite the name of that HMI Shareholder in the corresponding column of Schedule 1 to this Agreement.

(b) All of the issued HMI Shares have been duly authorized and are fully paid and not in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the Business Corporations Act of the Republic of the Marshall Islands, any other applicable Law, HMI’s Organizational Documents or any Contract to which HMI is a party or by which HMI or its securities are bound.

(c) No HMI Company currently has any stock option or other equity incentive plans. There are no HMI Convertible Securities or pre-emptive rights or rights of first refusal or first offer, except for those rights as provided in HMI’s Organizational Documents which have been disapplied and waived by the HMI Shareholders pursuant to Section 2.7 hereof, nor are there any Contracts, commitments, arrangements or restrictions to which HMI or any of the HMI Shareholders or any of their respective Affiliates are a party or bound relating to any equity securities of HMI, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to HMI. There are no voting trusts, proxies, shareholder agreements or any other written agreements or understandings with respect to the voting or transfer of any of HMI Shares. Except as set forth in HMI’s Organizational Documents, there are no outstanding contractual obligations of HMI to repurchase, redeem or otherwise acquire any of its equity interests or securities, nor has HMI granted any registration rights to any Person with respect to its equity securities. All of the issued and outstanding securities of HMI have been granted, offered, sold and issued in material compliance with all applicable Laws. As a result of the consummation of the Transactions, no equity interests of HMI are issuable and no rights in connection with any interests, warrants, rights, options or other securities of HMI accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

6.4 HMI Subsidiaries. Section 6.4 of the HMI Disclosure Schedules sets forth the name of each HMI Subsidiary, and with respect to each HMI Subsidiary (a) its jurisdiction of organization and (b) the percentage of ownership by HMI with respect to each HMI Subsidiary. The foregoing represents all of the issued and outstanding equity interests of the HMI Companies as of the date of this Agreement. All of the outstanding equity securities of each HMI Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the HMI Companies free and clear of all Liens (other than those, if any, imposed by such HMI Subsidiary’s Organizational Documents or applicable Laws). There are no Contracts to which HMI or any of HMI Subsidiaries is a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any HMI Subsidiary other than the Organizational Documents of any such HMI Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any HMI Subsidiary is a party or which are binding upon any HMI Subsidiary providing for the issuance or redemption of any equity interests of any HMI Subsidiary. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any HMI Subsidiary. No HMI Subsidiary has any limitation, whether by Contract, Order, or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another HMI Company. Other than HMI Subsidiaries, no HMI Company has any Subsidiaries. Except for the equity interests of HMI Subsidiaries listed on Section 6.4 of the HMI Disclosure Schedules: (i) no HMI Company owns or has any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person, (ii) no HMI Company is a participant in any joint venture, partnership or similar arrangement and (iii) there are no outstanding contractual obligations of a HMI Company to provide funds to or make any loan or capital contribution to any other Person.

6.5 Governmental Approvals. No Consent of or with any Governmental Authority on the part of any HMI Company is required to be obtained or made in connection with the execution, delivery or performance by HMI or any HMI Company of this Agreement or any Ancillary Documents to which HMI or any HMI Company is or required to be a party or otherwise bound, or the consummation by HMI or the HMI Companies of the Transactions other than (a) any filings required with Nasdaq or the SEC with respect to the Transactions, (b) applicable requirements, if any, of the Securities Act, the Exchange Act, and any state “blue sky” securities Laws, and the rules and regulations thereunder, (c) applicable requirements or any Antitrust Laws and the expiration or termination of the required waiting periods, or the receipt of other Consents, thereunder, and (d) where the failure to obtain such Consents, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on HMI.

6.6 Non-Contravention. The execution and delivery by HMI (or any other HMI Company, as applicable) of this Agreement and each Ancillary Document to which any HMI Company is or is required to be a party, and the consummation by any HMI Company of the Transactions and compliance by any HMI Company with any of the provisions hereof and thereof, will not:

(a) conflict with or violate any provision of any HMI Company’s Organizational Documents,

(b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof and any condition precedent to such Consent having been satisfied, conflict with or violate any Law, Order or Consent applicable to any HMI Company or any of its properties or assets, or

(c) (i) violate, conflict with or result in a breach of,

(i) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under,

(ii) result in the termination, withdrawal, suspension, cancellation or modification of,

(iii) accelerate the performance required by any HMI Company under,

(iv) result in a right of termination or acceleration under,

(v) give rise to any obligation to make or increase payments or provide compensation under,

(vi) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of any HMI Company under,

(vii) give rise to any obligation to obtain any Third Party Consent or provide any notice to any Person or

(viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any HMI Material Contract,

except in cases of clauses (b) and (c), as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on HMI.

6.7 Financial Statements.

(a) HMI has made available (or, pursuant to Section 8.6, shall make available) to MGO true, correct and complete copies of (i) the audited consolidated balance sheet and statements of net loss, comprehensive loss, and cash flows of the HMI Companies as of and for the years ended December 31, 2021 2022 and 2023 (the “HMI Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet and statements of net loss, comprehensive loss, and cash flows of the HMI Companies as of and for the three months ended March 31, 2024 (the “HMI Unaudited Financial Statements” and together with HMI Audited Financial Statements, the “HMI Financial Statements”).

(b) The HMI Financial Statements

(i) fairly present in all material respects the consolidated financial position of the HMI Companies, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in shareholders’ equity and their consolidated cash flows for the respective periods then ended,

(ii) were prepared in conformity with U.S. GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the footnote disclosures thereto, and except that HMI Unaudited Financial Statements do not include footnotes or normal year-end adjustments, none of which would be material),

(iii) were prepared from, and are in accordance with, in all material respects, the books and records of the HMI Companies,

(iv) with respect to the HMI Audited Financial Statements for the years ended December 31, 2022 and 2023, were audited in accordance with the standards of the Public Company Accounting Oversight Board and contain an unqualified report of HMI’s auditor, and

(v) when delivered after the date hereof by HMI for inclusion in the Registration Statement and the Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.18, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant in effect as of the respective dates thereof.

(c) HMI has not identified, and has not received from any independent auditor of HMI any written notification of, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by HMI, (ii) any Fraud, whether or not material, that involves HMI’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by HMI or (iii) any written claim or allegation regarding any of the foregoing.

(d) There are no outstanding loans or other extensions of credit made by the HMI Companies to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the HMI Companies.

(e) Except as set forth in Section 6.7(e) of HMI Disclosure Schedules, as of the date hereof, the HMI Companies do not have any Indebtedness of the type referred to in clauses (a)-(e) of the definition thereof.

(f) Except for those that will be reflected or reserved on or provided for in the balance sheets of HMI contained in HMI Financial Statements, no HMI Company has any Liabilities of a nature required to be disclosed on a balance sheet in accordance with U.S. GAAP, except for (i) those that were incurred after September 30, 2023 in the ordinary course of business, none of which are material, individually or in the aggregate, (ii) obligations for future performance under any contract to which any HMI Company is a party, or (iii) Liabilities incurred for transaction expenses in connection with this Agreement, any Ancillary Document or the Transactions.

6.8 Absence of Certain Changes. Except for actions expressly contemplated by this Agreement, Ancillary Documents and the Transactions, each HMI Company, since December 31, 2023, (a) has conducted its business only in the ordinary course of business and (b) has not been subject to a Material Adverse Effect.

6.9 Compliance with Laws. (a) each HMI Company is and, since January 1, 2021 has been, in compliance in all material respects with, and not in conflict, default or violation in each case in any material respect of, any applicable Laws and (b) no HMI Company has received, since January 1, 2021, any written or, to the Knowledge of HMI, oral notice of any material conflict or material non-compliance with, or material default or material violation of, any applicable Laws by which it is or was bound.

6.10 Company Permits. Each HMI Company (and its employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any HMI Company), holds all Permits necessary to lawfully conduct in all material respects its business as presently conducted, and to own, lease and operate its assets and properties (collectively, the “HMI Permits”), except where the failure to obtain or maintain the same, individually or in the aggregate, has not had and would not reasonably be expected to be material to the HMI Companies, taken as a whole or otherwise limit the ability of any HMI Company to perform on a timely basis its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound. Except in each case where the failure or violation, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on HMI, (a) each material HMI Permit is in full force and effect, and no suspension or cancellation of any of HMI Permits is pending or, to HMI’s Knowledge, threatened, (b) no HMI Company is in violation in any material respect of the terms of any material HMI Permit and (c) since January 1, 2021, no HMI Company has received any written, or to the Knowledge of HMI, oral notice of any Actions relating to the revocation or material modification of any HMI Permit and, to the Knowledge of HMI, no circumstances exist or have existed which would be reasonably likely to result in such revocation or modification.

6.11 Litigation. Except as set forth in Section 6.11 of HMI Disclosure Schedules, there is no (a) material Action of any nature currently pending or, to HMI’s Knowledge, threatened (and no such Action has been brought or, to the Knowledge of HMI, threatened in the past three years) or (b) material Order now pending or outstanding or that was rendered by a Governmental Authority in the past three years in either case of (a) or (b) by or against any HMI Company, its current or former directors, officers or equity holders in their capacity as such, its business, equity securities or assets. As of the date of this Agreement, none of the current or former officers, senior management or directors of any HMI Company have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving Fraud as it relates to the business of any HMI Company, except in each case where the charge, indictment arrest or conviction, individually or in the aggregate, has not had and would not reasonably be expected to be material to the HMI Companies, taken as a whole, or otherwise limit the ability of HMI to perform on a timely basis its obligations under this Agreement or the Ancillary Documents to which it is or is required to be a party or otherwise bound.

6.12 Material Contracts.

(a) Section 6.12(a) of HMI Disclosure Schedules sets forth a true, correct and complete list of, and HMI has made available to MGO (including written summaries of oral Contracts), true, correct and complete copies of, each Contract to which any HMI Company is a party or by which any HMI Company, or any of its properties or assets, are bound (each Contract required to be set forth on Section 6.12(a) of HMI Disclosure Schedules, an “HMI Material Contract”) that:

(i) contains covenants that limit the ability of any HMI Company (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or first offer or most-favored pricing clauses (in each case other than pursuant to confidentiality arrangements entered into in the ordinary course of business) or (B) to purchase or acquire an interest in any other Person;

(ii) relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement;

(iii) evidences Indebtedness of the type referred to in clauses (a) through (e) of the definition thereof of any HMI Company having an outstanding principal amount in excess of $300,000;

(iv) involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices other than those entered into in the ordinary course of business of the HMI Companies on behalf of a customers or any ordinary course transactions that are settled on a daily basis;

(v) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or shares or other equity interests of any HMI Company or another Person in each case with an aggregate value in excess of $300,000;

(vi) relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of any HMI Company, its business or material assets;

(vii) by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the HMI Companies under such Contract or set of related Contracts of at least $150,000 per year or $250,000 over the life of such Contracts;

(viii) pursuant to which any HMI Company has been granted from a Third Party any license, right, immunity or authorization to use or otherwise exploit any Intellectual Property, excluding (A) Incidental Licenses, and (B) licenses for “shrink wrap”, “click wrap”, and “off the shelf” software, and (C) licenses for uncustomized software that is commercially available to the public generally with one-time or annual license, maintenance, support and other fees of less than $100,000;

(ix) pursuant to which any HMI Company has (A) acquired from any Third Party any ownership right to any material Intellectual Property, excluding Contributor Agreements, or (B) transferred to any Third Party any ownership right to any material Intellectual Property;

(x) pursuant to which any HMI Company has granted to any Third Party any license, right, immunity or authorization to use or otherwise exploit any HMI Owned IP, excluding Incidental Licenses;

(xi) obligates the HMI Companies to provide continuing indemnification or a guarantee of obligations of a Third Party after the date hereof in excess of $100,000;

(xii) each employment, severance, retention, change in control or other Contract (excluding customary form offer letters and other standard form agreements entered into in the ordinary course of business) with any employee or other individual independent contractor of HMI or any HMI Company who receives annual base cash salary of $500,000 or more;

(xiii) is a labor agreement, collective bargaining agreement, or other labor-related agreement or arrangement with any labor union, labor organization, works council or other employee-representative body;

(xiv) other than under its Organizational Documents, is between any (A) HMI Company and (B) any HMI Shareholder or any directors, officers or employees of a HMI Company (other than at-will employment, assignment of Intellectual Property or confidentiality arrangements entered into in the ordinary course of business) or any of their respective Affiliates or other Related Person, including all non-competition, severance and indemnification agreements;

(xv) obligates the HMI Companies to make any capital commitment or expenditure in excess of $500,000 (including pursuant to any joint venture);

(xvi) relates to a settlement of any Action requiring payments in excess of $500,000 or under which any HMI Company has outstanding obligations (other than customary confidentiality or non-disparagement obligations);

(xvii) provides another Person (other than another HMI Company or any manager, director or officer of any HMI Company) with a power of attorney;

(xviii) is with a Material Merchant, Material Supplier or Material Vessel Owner with a value in excess of $100,000; or

(xix) that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by HMI as an exhibit for a Form F-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if HMI was the registrant.

(b) Except where the failure, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on HMI, with respect to each HMI Material Contract:

(i) such HMI Material Contract is valid and binding and enforceable against the HMI Company party thereto and, to the Knowledge of HMI, each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions),

(ii) the consummation of the Transactions will not affect the validity or enforceability of any HMI Material Contract,

(iii) no HMI Company is in breach or default, and to HMI’s Knowledge, no event has occurred that with the passage of time or giving of notice or both would constitute a breach or default by any HMI Company, or permit termination or acceleration by the other party thereto, under such HMI Material Contract,

(iv) to the Knowledge of HMI, no other party to such HMI Material Contract is in breach or default, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by any HMI Company, under such HMI Material Contract,

(v) no HMI Company has received or served written or, to the Knowledge of HMI, oral notice of an intention by any party to any such HMI Material Contract to terminate such HMI Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect the HMI Companies and

(vi) no HMI Company has waived any rights under any such HMI Material Contract.

6.13 Intellectual Property.

(a) Section 6.13(a) of HMI Disclosure Schedules sets forth a list of all registered, issued, and applied-for Intellectual Property owned by a HMI Company (“HMI Registered IP”), specifying as to each item, as applicable: (i) its title, (ii) its owner, (iii) the jurisdictions in which the item is issued, registered or applied-for, (iv) the issuance, registration or application numbers and dates of registration, issuance or application, and (v) for Internet domain-name registrations, the domain name, expiry date and registrar. All HMI Registered IP is subsisting and, to the Knowledge of HMI, all registered or issued HMI Registered IP is valid and enforceable. No Action is pending or, to the Knowledge of HMI, threatened, against a HMI Company that challenges the validity, enforceability or ownership of any HMI Registered IP.

(b) The HMI Companies (i) exclusively own all material HMI Owned IP, free and clear of all Liens (other than Permitted Liens) and (ii) to the Knowledge of HMI have the right to use all Intellectual Property used in the conduct of the business of the HMI Companies as currently conducted. The execution and delivery by HMI (or any other HMI Company, as applicable) of this Agreement and each Ancillary Document to which any HMI Company is or is required to be a party, the consummation by any HMI Company of the Transactions, and the compliance by any HMI Company with any of the provisions hereof and thereof, will not result in the loss, termination or impairment of any rights of the HMI Companies in any material Intellectual Property.

(c) To the Knowledge of HMI, (i) no HMI Company is currently Infringing, or has, in the past three years, Infringed any Intellectual Property of any other Person in any material respect, and (ii) no Third Party is Infringing any material HMI Owned IP. Since January 1, 2021, no HMI Company has received any written or, to the Knowledge of HMI, oral, notice or claim, asserting that any HMI Company has Infringed the Intellectual Property of any other Person in any material respect.

(d) All Contributors who have contributed to the development of material Intellectual Property for any HMI Company have executed a Contributor Agreement. No Contributor has claimed any ownership interest in any material Intellectual Property purported to be owned by a HMI Company. Each HMI Company has taken commercially reasonable measures to protect and maintain the confidentiality of all Trade Secrets included in HMI Owned IP. No Governmental Authority or educational or research institution owns or otherwise holds, or has the right to obtain, any rights to any material HMI Owned IP.

(e) The IT Systems (i) operate in all material respects in accordance with their documentation and functional specifications and have not malfunctioned or failed in the last two years in a manner that has had a material impact on the operations of any HMI Company, and (ii) are sufficient in all material respects to permit the HMI Companies to conduct their business as currently conducted. HMI has taken commercially reasonable actions to protect the confidentiality, integrity and security of the IT Systems against unauthorized use, access, interruption, modification and corruption. Since January 1, 2021, there has been no unauthorized access to the IT Systems that has resulted in any unauthorized use, access, modification, misappropriation, deletion, corruption, or encryption of any material information or data stored therein. HMI has implemented commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures with respect to the IT Systems, in each case consistent with customary practices for the industry in which the HMI Companies operate.

6.14 Taxes and Returns.

(a) Each HMI Company has timely filed, or caused to be timely filed, all income and other material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects. Each HMI Company has timely paid, or caused to be timely paid, all material Taxes required to be paid by it, other than such Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in HMI Financial Statements in accordance with U.S. GAAP.

(b) Each HMI Company has complied in all material respects with all applicable Tax Laws relating to withholding and remittance of Taxes, and all material amounts of Taxes required by applicable Tax Laws to be withheld by a HMI Company have been withheld and timely paid over to the appropriate Governmental Authority, including with respect to any amounts owing to or from any employee, independent contractor, shareholder, creditor, or other Third Party.

(c) There are no material claims, assessments, audits, examinations, investigations or other Actions pending, in progress or threatened against any HMI Company, in respect of any Tax, and no HMI Company has been notified in writing of any material proposed Tax claims or assessments against any HMI Company.

(d) There are no material Liens with respect to any Taxes upon any HMI Company’s assets, other than Permitted Liens. No HMI Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any HMI Company for any extension of time within which to file any Tax Return or within which to pay any Taxes. No written claim which remains outstanding has been made by any Governmental Authority with respect to a jurisdiction in which a HMI Company does not file a Tax Return that such HMI Company is or may be subject to Tax in that jurisdiction that would be the subject of or covered by such Tax Return.

(e) No HMI Company has, or has ever had, a permanent establishment, branch or representative office in any country other than the country of its organization, and no HMI Company is treated for any Tax purpose as a resident in a country other than the country of its incorporation or formation.

(f) No HMI Company is or has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes (other than a group the common parent of which is or was HMI). No HMI Company has any Liability for the Taxes of another Person under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract, or otherwise. No HMI Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including any closing agreement or other agreement relating to Taxes with any Governmental Authority).

(g) No HMI Company has requested, or is the subject of or bound by, any material private letter ruling, technical advice memorandum, closing agreement, settlement agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to Taxes, nor is any such request outstanding.

(h) No HMI Company has made any change in accounting method (except as required by a change in Law) that would reasonably be expected to have a material impact on its Taxes following the Closing.

(i) Each HMI Company is duly registered for Value Added Tax in all jurisdictions in which it is required to be registered and has complied in all material respects with all requirements concerning Value Added Tax.

(j) No HMI Company (i) is treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax purposes, (ii) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or (iii) is treated as a U.S. corporation under Section 7874(b) of the Code.

(k) No HMI Company has in any year for which the applicable statute of limitations remains open distributed stock of another person, nor has had its shares distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(l) Except as disclosed on Section 6.14(l) of HMI Disclosure Schedule, no HMI Company is currently a “passive foreign investment company” within the meaning of Section 1297 of the Code.

(m) No HMI Company has been a party to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law.

(n) No HMI Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) installment sale, excess loss account, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Tax Law) or open transaction disposition made on or prior to the Closing Date, (ii) the use of an improper method of accounting or change in any method of accounting for any taxable period (or portion thereof) ending on prior to the Closing, (iii) any “closing agreement” as described in Section 7121 of the Code (or any comparable, analogous or similar provision under any state, local or foreign Tax law) executed prior to the Closing or (iv) any prepaid amount or deferred revenue received or accrued on or prior to the Closing. No HMI Company has made an election under Section 965(h) of the Code.

(o) Each HMI Company has duly retained all records that it is required to retain for Tax purposes, or that would be needed to substantiate any claim made or position taken in relation to Taxes.

(p) No HMI Company has taken, or agreed to take, any action that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. To the Knowledge of each HMI Company, there are no facts or circumstances that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. No HMI Company is aware of any plan or intention to cause Holdings or MGO to be liquidated (for U.S. federal income tax purposes) following the Merger. To the knowledge of the HMI Companies, no MGO Shareholder, HMI Shareholder or PIPE Investor has entered into, or has any current plan or intention to enter into, any Contract to dispose of any Holdings Common Shares received in the Transactions (including for the avoidance of doubt, the PIPE Investment).

6.15 Real Property. Section 6.15 of HMI Disclosure Schedules contains a complete and accurate list of all premises currently leased or subleased by a HMI Company for the operation of the business of a HMI Company, and of all current leases, lease guarantees, agreements and documents related thereto as of the date of this Agreement, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “HMI Real Property Leases”). HMI has provided to MGO a true and complete copy of each of HMI Real Property Leases. HMI Real Property Leases are valid, binding and enforceable against the HMI Company party thereto and, to the Knowledge of HMI, each other party thereto, in accordance with their terms and are in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). To the Knowledge of HMI, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default on the part of a HMI Company or any other party under any of HMI Real Property Leases, and no HMI Company has received notice of any such condition. No HMI Company owns any real property or any interest in real property (other than the leasehold interests in HMI Real Property Leases).

6.16 Personal Property. All items of Personal Property with a book value or fair market value of greater than $250,000 are in good operating condition and repair in all material respects (reasonable wear and tear excepted consistent with the age of such items) and are suitable for their intended use in the business of the HMI Companies. Each HMI Company has good and marketable title to, or a valid leasehold interest in or right to use or manage, all of its assets, and with respect to assets owned by HMI Companies, free and clear of all Liens other than Permitted Liens.

6.17 Employee Matters.

(a) (i) No HMI Company is a party to, or bound by, any labor agreement, collective bargaining agreement or other labor-related Contract, agreement or arrangement with any labor union, labor organization, works council, group of employees or other representative of any of the employees of any HMI Company (a “HMI Collective Bargaining Agreement”) and (ii) no employees of any HMI Company are represented by any labor union, labor organization or works council with respect to their employment with any HMI Company.

(b) HMI has no Knowledge of (i) any activities or proceedings of any labor union or other party to organize or represent any employees of any HMI Company and (ii) any pending or threatened demand by any labor union, labor organization, works council, or group of employees of any HMI Company for recognition or certification as a representative of employees of any HMI Company in such capacities. Since January 1, 2021, there has not occurred or, to the Knowledge of HMI, been threatened any material strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any employees of any HMI Company in connection with the business of any HMI Company.

(c) No HMI Company has any legal or contractual obligation to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is representing any employee of any HMI Company, in connection with the consummation of the Transactions.

(d) Except as would not reasonably be expected to be material to any HMI Company, each HMI Company (i) is and, since January 1, 2021, has been in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, and other Laws relating to classification, discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and has not received written or, to the Knowledge of HMI, oral notice that there is any pending Action involving unfair labor practices against a HMI Company and (ii) is not delinquent in payments to, or on behalf of, any employees, former employees or individual independent contractors for any services or amounts required to be reimbursed or otherwise paid, except for any arrearages occurring in the ordinary course of business. There are no material Actions pending or, to the Knowledge of HMI, threatened against a HMI Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

(e) No HMI Company is party to a settlement agreement with a current or former officer of any HMI Company that involves allegations relating to sexual harassment. To the Knowledge of HMI, since January 1, 2021, no allegations of sexual harassment or other discrimination have been made against any officer of a HMI Company.

(f) To the Knowledge of HMI, no employee of any HMI Company is in any material respect in violation of any term of any employment agreement, non-disclosure agreement, common law non-disclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to any HMI Company or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by any HMI Company or (B) to the knowledge or use of trade secrets or proprietary information.

(g) No HMI Company has a single employer, joint employer, alter ego or similar relationship with any other company.

(h) Since January 1, 2021, the HMI Companies have not engaged in layoffs, furloughs or employment terminations (excluding terminations for cause), whether temporary or permanent.

(i) Section 6.17(i) of HMI Disclosure Schedules contains a list of all independent contractors (including consultants) currently engaged by any HMI Company as of the date hereof, along with the position, the entity engaging such independent contractor, date of retention and rate of remuneration.

(j) Section 6.17(j) of HMI Disclosure Schedules sets forth all unresolved material labor controversies (including unresolved grievances and age or other discrimination claims), if any, that are pending or, to the Knowledge of HMI, threatened between HMI or any HMI Company and Persons employed by or providing services as independent contractors to HMI or a HMI Company.

(k) As of the date hereof, no current executive officer of HMI or a HMI Company has, to the Knowledge of HMI, provided HMI or any HMI Company written notice of his or her plan to terminate his or her employment with HMI or any HMI Company.

6.18 Benefit Plans.

(a) Set forth on Section 6.18(a) of HMI Disclosure Schedules is a true and complete list, as of the date hereof, of each material Benefit Plan of the HMI Companies (each, a “HMI Benefit Plan”). No HMI Company maintains, sponsors, contributes to, has any obligation to contribute to, or has any current or contingent Liability on account of an ERISA Affiliate under or with respect to: (1) any “multiemployer plan” as defined under Section 3(37) of ERISA, (2) any plan or arrangement subject to Code Sections 412 or 4971, ERISA Section 302 or Title IV of ERISA or similar non-U.S. Laws or (3) a plan that has two or more contributing sponsors at least two of whom are not under common control within the meaning of ERISA Section 4063.

(b) With respect to each material HMI Benefit Plan, HMI has made available to MGO accurate and complete copies of the current plan documents and all material communications in the past three years with any Governmental Authority concerning any matter that is still pending or for which a HMI Company has any outstanding material Liability.

(c) With respect to each material HMI Benefit Plan: (i) such material HMI Benefit Plan has been administered and enforced in all material respects in accordance with its terms and the requirements of all applicable Laws, and has been maintained, where required, in good standing in all material respects with applicable regulatory authorities and Governmental Authorities, (ii) no breach of fiduciary duty that would result in material Liability to any HMI Company has occurred, (iii) no Action that would result in a material Liability to the HMI Companies is pending, or to HMI’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); and (iv) all contributions, premiums and other payments (including any special contribution, interest or penalty) required to be made with respect to such material HMI Benefit Plan have been timely made or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the applicable HMI Company. All non-U.S. HMI Benefit Plans that are required by the applicable Law to be funded or book-reserved are funded or book-reserved, as appropriate, in all material respects in accordance with such applicable Law. No HMI Company has incurred any material obligation in connection with the termination of, or withdrawal from, any HMI Benefit Plan.

(d) Each HMI Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code Section 401(a) has received a current favorable determination or opinion or advisory letter from the Internal Revenue Service or is the subject of a current favorable determination or opinion or advisory letter issued by the Internal Revenue Service with respect to such HMI Benefit Plan, and, to the Knowledge of HMI, nothing has occurred since the date of such determination, opinion or advisory letter that would be reasonably likely to adversely affect the qualified status of any such HMI Benefit Plan. Each material HMI Benefit Plan intended to qualify for special tax status in a jurisdiction outside of the United States are registered as such to the extent required by applicable Law and have been documented and operated in all material respects in compliance with all requirements of such special tax status.

(e) The consummation of the Transactions will not: (i) entitle any individual to material severance pay, unemployment compensation or other material benefits or compensation whether under a HMI Benefit Plan or under applicable Law or otherwise; (ii) accelerate the time of payment, vesting or funding, or increase the amount of any material compensation; or benefits, or in respect of, any director, employee or independent contractor of a HMI Company or (iii) cause an amount to be received by any director, employee or independent contractor of a HMI Company under any HMI Benefit Plan or otherwise to fail to be deductible by reason of Code Section 280G or be subject to an excise Tax under Code Section 4999. No HMI Benefit Plan provides for the gross-up or reimbursement of Taxes under Code Sections 409A or 4999.

6.19 Environmental Matters. (a) The HMI Companies are and have been in compliance in all material respects with all Environmental Laws, (b) the HMI Companies possess and are and have been in compliance in all material respects with all authorizations of a Governmental Authorities required under Environmental Law for the conduct of their respective operations, (c) there are no Actions pending, or to the Knowledge of HMI, threatened against the HMI Companies or any of its Vessels alleging a material violation of or material liability under any Environmental Law and that are reasonably likely to result in a material amount of damages awarded against the HMI Companies or the imposition of material ongoing obligations on the HMI Companies, and (d) to the Knowledge of HMI, there are no currently known conditions that would reasonably be expected to result in any such material liability pursuant to any Environmental Law.

6.20 Transactions with Related Persons. Except as provided in Section 6.20 of HMI Disclosure Schedules, no HMI Shareholder nor any officer or director of a HMI Company or any of their respective Affiliates, nor any immediate family member of any of the foregoing (each of the foregoing, a “Related Person”) is presently, or since January 1, 2021, has been, a party to any transaction with a HMI Company, including any Contract (a) providing for the furnishing of services by (other than as officers, directors or employees of the HMI Company), (b) providing for the rental of real property or Personal Property from, or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the HMI Company in the ordinary course of business) any Related Person or any Person in which any Related Person has a position as an officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect ownership interest (other than the ownership of securities representing no more than five percent of the outstanding voting power or economic interest of a publicly traded company), in each case, other than any Ancillary Document, the Shareholders’ Agreement or any Contract pursuant to which a HMI Shareholder subscribed for or purchased equity interests in HMI. Except as contemplated by or provided for in any Ancillary Document, the Shareholders’ Agreement or any Contract pursuant to which a HMI Shareholder subscribed for or purchased equity interests in HMI, no HMI Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any HMI Company. Except as contemplated by or provided for in any Ancillary Document, the assets of the HMI Companies do not include any material receivable or other material obligation from a Related Person, and the Liabilities of the HMI Companies do not include any material payable or other material obligation or commitment to any Related Person.

6.21 Insurance.

(a) Section 6.21(a) of HMI Disclosure Schedules lists all material insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by a HMI Company relating to a HMI Company or its business, properties, assets, directors, officers and employees, copies of which have been provided to MGO. Except as would not, individually or in the aggregate, be material to the HMI Companies, taken as a whole, all premiums due and payable under all such insurance policies have been timely paid and the HMI Companies are otherwise in material compliance with the terms of such insurance policies. To HMI’s Knowledge and except as would not, individually or in the aggregate, be material to the HMI Companies, taken as a whole, each such insurance policy (i) is valid, binding, enforceable and in full force and effect and (ii) will continue to be valid, binding, enforceable, and in full force and effect on identical terms following the Closing (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). No HMI Company has any self-insurance or co-insurance programs. Since January 1, 2022, to HMI’s Knowledge, no HMI Company has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue a material insurance policy or non-renewal of any such policy.

(b) Since January 1, 2022, no HMI Company has made any insurance claim in excess of $500,000 and each HMI Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to the HMI Companies, taken as a whole. To the Knowledge of HMI, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. Since January 1, 2021, no HMI Company has made any material claim against an insurance policy as to which the insurer is denying coverage.

6.22 Merchants and Suppliers.

(a) Section 6.22(a) of HMI Disclosure Schedules sets forth a list of Contracts with the top ten merchants (including charterers) of HMI and the HMI Companies based on revenue received by HMI or any HMI Company from such merchant and its customers during the calendar year 2023 (each such merchant, a “Material Merchant” and each such contract, excluding Contracts with each such customer’s franchisees, a “Material Merchant Agreement”). As of the date hereof, neither HMI nor any HMI Company has received any written notice from any Material Merchant that such Material Merchant shall not continue as a customer of HMI or that such Material Merchant intends to terminate or adversely modify in any material respect any existing Material Merchant Agreement with HMI or the HMI Companies.

(b) Section 6.22(b) of HMI Disclosure Schedules sets forth a list of the top ten suppliers of HMI and the HMI Companies based on expenditures made by HMI and the HMI Companies during the calendar year 2023 (each such supplier, a “Material Supplier” and each Contract pursuant to which HMI or a HMI Company paid those amounts to the applicable Material Supplier, excluding any purchase orders, insertion orders or similar purchasing documents, a “Material Supplier Agreement”). As of the date hereof, neither HMI nor any HMI Company has received any written notice from any Material Supplier that such supplier shall not continue as a supplier to HMI or that such supplier intends to terminate or adversely modify in any material respect any existing Material Supplier Agreements with HMI or the HMI Companies.

(c) Section 6.22(c) of HMI Disclosure Schedules sets forth a list of the top ten owners of any vessel that is committed to a tanker vessel pool managed by HMI or any HMI Company (each such owner, a “Material Vessel Owner” and each Contract pursuant to which HMI or a HMI Company manages the tanker vessel pool to which such vessel is entered, a “Material Pool Agreement”). As of the date hereof, neither HMI nor any HMI Company has received any written notice from any Material Vessel Owner that such Material Vessel Owner shall not continue as a member of the relevant tanker vessel pool to HMI or that such Material Vessel Owner intends to terminate or adversely modify in any material respect any existing Material Pool Agreement with HMI or the HMI Companies.

6.23 Data Protection and Cybersecurity.

(a) For the purposes of this Section 6.23, the terms “personal data breach” and “processing” (and its cognates) shall have the meaning given to them in the GDPR.

(b) Each HMI Company (i) has implemented and maintains appropriate technical and organizational measures designed to protect Personal Data relating to the business of the HMI Company against personal data breaches and cybersecurity incidents and (ii) complies in all material respects with all contractual obligations to which it is bound relating to the privacy, security, processing, transfer and confidentiality of Personal Data.

(c) Except as would not, individually or in the aggregate, be material to the HMI Companies, taken as a whole, since January 1, 2021, no HMI Company has (i) suffered, or has discovered, any security breach of or, to the Knowledge of HMI, intrusion into any HMI Company’s computer networks, the IT Systems or any other computer networks or systems containing Personal Data or a HMI Company’s data, (ii) been subject to any actual, pending or, to the Knowledge of HMI, threatened in writing investigations, notices or requests from any Governmental Authority in relation to their data processing or cybersecurity activities, and (iii) received any actual, pending or, to the Knowledge of HMI, threatened claims from individuals alleging any breach of, or exercising their rights under, Data Protection Laws.

6.24 Certain Business Practices.

(a) Since January 1, 2021, no HMI Company, nor any of their respective Representatives acting on their behalf has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the FCPA or any other applicable anti-corruption or bribery Law, or (iii) made any other payment, in each case, in violation of applicable Laws. Since January 1, 2021, no HMI Company, nor any of their respective Representatives acting on their behalf has directly or knowingly indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder any HMI Company or assist any HMI Company in connection with any actual or proposed transaction, in each case, in violation of applicable Laws. No Action involving a HMI Company with respect to any of the foregoing is pending or, to the Knowledge of HMI, threatened.

(b) Since January 1, 2021, the operations of each HMI Company are and have been conducted at all times in compliance in all material respects with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, to the extent applicable, that have jurisdiction over the HMI Companies, and no Action involving a HMI Company with respect to any of the foregoing is pending or, to the Knowledge of HMI, threatened that would reasonably be expected to be material, individually or in the aggregate, to the HMI Companies, taken as a whole.

(c) No HMI Company, nor any director, officer, or employee thereof, or, to HMI’s Knowledge, any agent, Affiliate or Representative of the HMI Companies, is an individual or entity that is, or is owned or controlled by one or more Person(s) that are (each, a “Sanctioned Person”):

(i) the subject of any Sanctions;

(ii) the target of Sanctions or identified on the OFAC Specially Designated Nationals and Blocked Persons List or other Sanctions-related list of designated persons maintained by OFAC; or

(iii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, the so-called Donetsk People’s Republic, Iran, the so-called Luhansk People’s Republic, North Korea and Syria).

(d) No HMI Company nor any director, officer, or employee thereof, or, to HMI’s Knowledge, any agent, Affiliate or Representative of the HMI Companies is subject to debarment or any list-based designations under the applicable laws and regulations relating to the export, reexport, transfer, import of products, software or technology (“Export Control Laws”).

(e) HMI has not, and will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available any proceeds to any Subsidiary, joint venture partner, other Sanctioned Person:

(i) to fund or facilitate any activities or business of or with any Sanctioned Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(ii) in any other manner that will result in a violation of Sanctions by any Sanctioned Person (including any Sanctioned Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(f) The HMI Companies have not engaged in, are not now engaged in, and will not engage in, any dealings or transactions with any Sanctioned Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except as permitted by Sanctions.

(g) The HMI Companies have (1) secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof pursuant to Sanctions and Export Control Laws and (2) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of Sanctions or Export Control Laws, and has not been notified of any such pending or threatened actions. No HMI Company or any of their respective directors or officers or, to the Knowledge of HMI, any other Representative acting on behalf of a HMI Company has, since January 1, 2019, engaged in conduct, activity or practices that would constitute a violation of any application Sanctions or Export Control Laws.

6.25 Investment Company Act. No HMI Company is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within the meaning of the Investment Company Act.

6.26 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from MGO, Holdings, the HMI Shareholders, the HMI Companies or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of any HMI Company.

6.27 Information Supplied. None of the information supplied or to be supplied by HMI expressly for inclusion or incorporation by reference: (a) in any current report on Form 6-K or Form 8-K or report on Form 20-F, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions, (b) in the Registration Statement or (c) in the mailings or other distributions to MGO Shareholders and prospective investors (including any actual or prospective PIPE Investors) with respect to the consummation of the Transactions or in any amendment to any of documents identified in clauses (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, 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, HMI makes no representation, warranty or covenant with respect to any information supplied by or on behalf of MGO, Holdings or any of their respective Affiliates.

6.28 HMI Acknowledgment. Except for the representations and warranties contained in Article IV and the certificate delivered pursuant to Section 10.2(c), HMI acknowledges that none of MGO, any of their respective Affiliates or Representatives or any other Person makes, and HMI acknowledges that it has not relied upon or otherwise been induced by, any express or implied representation or warranty with respect to MGO or any of the MGO Subsidiaries, or with respect to any other information provided or made available to HMI or its Representatives in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to HMI or to HMI’s Representatives in certain “data rooms” or management presentations in expectation of the Transactions, or the accuracy or completeness of any of the foregoing, except, in each case for the representations and warranties contained in Article IV. Without limiting the generality of the foregoing, HMI acknowledges that, except as may be expressly provided in Article IV and the certificate delivered pursuant to Section 10.2(c), no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospective information that may have been made available, directly or indirectly, to HMI, any of its Representatives or any other Person.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE HMI SHAREHOLDERS

Each HMI Shareholder, solely on behalf of himself, herself or itself, as applicable, hereby represents and warrants severally (not jointly and not jointly and severally) to MGO, Holdings and HMI, as of the date hereof and as of the Closing, as follows.

7.1 Organization and Standing. Each HMI Shareholder is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be in good standard or to have such corporate power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on such HMI Shareholder’s ability to consummate the Transactions or perform its obligations under this Agreement or the Ancillary Documents to which it is party.

7.2 Authorization; Binding Agreement. Each HMI Shareholder has all requisite power, authority and legal right and capacity to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform HMI Shareholder’s obligations hereunder and thereunder and to consummate the Transactions. This Agreement has been, and each Ancillary Document to which each HMI Shareholder is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by each HMI Shareholder and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the HMI Shareholders, enforceable against each HMI Shareholder in accordance with its terms, subject to the Enforceability Exceptions.

7.3 Ownership. Each HMI Shareholder owns good and valid title to all of the HMI Shares set forth opposite the name of such HMI Shareholder in the corresponding column of Schedule 1 to this Agreement, free and clear of any and all Liens (other than those imposed by applicable securities Laws or HMI’s Organizational Documents). There are no voting trusts, proxies, shareholder agreements or any other written agreements or understandings, to which any HMI Shareholder is a party or by which any HMI Shareholder is bound, with respect to the voting or transfer of any of the HMI Shares other than this Agreement, the Ancillary Documents and the Shareholders’ Agreement. Upon transfer of HMI Shareholder’s HMI Shares to Holdings on the Closing Date in accordance with this Agreement, the entire legal and beneficial interest in such HMI Shares will pass to Holdings, and Holdings shall own all of issued HMI Shares free from any Liens other than those arising under HMI’s Organizational Documents and applicable securities Laws.

7.4 Governmental Approvals. No Consent of or with any Governmental Authority on the part of any HMI Shareholder is required to be obtained or made in connection with the execution, delivery or performance by any HMI Shareholders of this Agreement or any Ancillary Documents to which it is a party or the consummation by each HMI Shareholder of the Transactions other than (a) any filings required with Nasdaq or the SEC with respect to the Transactions, (b) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, (c) the applicable requirements of any Antitrust Laws and the expiration or termination of the required waiting periods, or the receipt of other Consents, thereunder and (d) where the failure to obtain or make such Consents or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such HMI Shareholder’s ability to consummate the Transactions or perform its obligations under this Agreement or the Ancillary Documents to which it is party.

7.5 Non-Contravention. The execution and delivery by each HMI Shareholder of this Agreement and each Ancillary Document to which they are a party or otherwise bound and the consummation by each HMI Shareholder of the Transactions, and compliance by each HMI Shareholder with any of the provisions hereof and thereof, will not, (a) conflict with or violate any provision of HMI Shareholder’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 7.4 hereof and any condition precedent to such Consent having been satisfied, conflict with or violate any Law, Order or Consent applicable to the relevant HMI Shareholder or any of its properties or assets or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the relevant HMI Shareholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of the relevant HMI Shareholder under, (viii) give rise to any obligation to obtain any Third Party Consent or provide notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which the relevant HMI Shareholder is a party or the relevant HMI Shareholder or its properties or assets are otherwise bound, except in cases of clauses (b) or (c) as has not and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such HMI Shareholder’s ability to consummate the Transactions or perform its obligations under this Agreement or the Ancillary Documents to which it is party.

7.6 Litigation. Since January 1, 2021, there has not been any Action pending or, to the Knowledge of HMI Shareholder, except as has not and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such HMI Shareholder’s ability to consummate the Transactions or perform its obligations under this Agreement or the Ancillary Documents to which it is party threatened, nor any Order is outstanding, against or involving HMI Shareholder, whether at law or in equity, before or by any Governmental Authority.

7.7 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from MGO, Holdings, the HMI Companies or any of their respective Affiliates in connection with the Transactions based upon arrangements made by or on behalf of any HMI Shareholder.

7.8 Information Supplied. None of the information supplied or to be supplied by the HMI Shareholders expressly for inclusion or incorporation by reference: (a) in any current report on Form 6-K, Form 8-K or Form 20-F, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions, (b) in the Registration Statement or (c) in the mailings or other distributions to MGO Shareholders and prospective investors (including any actual or prospective PIPE Investors) with respect to the consummation of the Transactions or in any amendment to any of documents identified in clauses (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, 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, no HMI Shareholder makes any representation, warranty or covenant with respect to any information supplied by or on behalf of MGO, Holdings or their respective Affiliates.

ARTICLE VIII

COVENANTS

8.1 Access and Information.

(a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.19, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of HMI and Holdings shall give, and shall cause its Representatives to give, MGO and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the HMI Companies or Holdings, as MGO or its Representatives may reasonably request regarding the HMI Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of HMI to reasonably cooperate with MGO and its Representatives in their investigation; provided, however, that MGO and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the HMI Companies or Holdings. MGO hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any HMI Company regarding any HMI Company, its business or the Transactions without the prior written consent of HMI (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, HMI shall not be required to provide access to any information (i) that is personally identifiable information of a Third Party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a Third Party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).

(b) During the Interim Period, subject to Section 8.19, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, MGO shall give, and shall cause its Representatives to give, HMI and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MGO, as HMI or its Representatives may reasonably request regarding MGO and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of MGO to reasonably cooperate with HMI and its Representatives in their investigation; provided, however, that HMI and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MGO. Notwithstanding the foregoing, MGO shall not be required to provide access to any information (i) that is personally identifiable information of a Third Party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a Third Party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).

(c) All information provided pursuant to this Section 8.1 shall be subject to the Confidentiality Agreement, dated December 1, 2023, by and between MGO and HMI (as amended from time to time, the “Confidentiality Agreement”).

8.2 Conduct of Business of HMI during the Interim Period.

(a) Unless MGO shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject to Section 8.5, except as contemplated by the terms of this Agreement or any Ancillary Document, as set forth on Section 8.2(a) of HMI Disclosure Schedules, or as required by applicable Law, HMI shall use its commercially reasonable efforts to, and shall cause the other HMI Companies to use their respective commercially reasonable efforts to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practices (taking into account COVID-19 and any COVID-19 Measures) and (ii) preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all material customers and suppliers, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures).

(b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.2(b) of HMI Disclosure Schedules, or as required by applicable Law or any COVID-19 Measure, during the Interim Period and subject to Section 8.5, without the prior written consent of MGO (such consent not to be unreasonably withheld, conditioned or delayed), HMI shall not, and shall cause the other HMI Companies not to:

(i) materially amend, waive or otherwise change, the Organizational Documents of HMI or any HMI Company;

(ii) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $1,000,000 individually or $3,000,000 in the aggregate, (B) make a loan or advance to or investment in any Third Party (other than advancement of expenses to employees in the ordinary course of business), or (C) guarantee or endorse any Indebtedness of the type referred to in clause (A) in excess of $1,000,000 individually or $3,000,000 in the aggregate, in each case, except for (x) any such transactions among HMI Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business;

(iii) except as required pursuant to any HMI Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than in the ordinary course of business, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements, in the ordinary course of business, consistent with past practice or as required by applicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by HMI, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any HMI Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than in connection with the Transactions or, except with respect to a director, officer or manager, in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $500,000 or engage any person as an independent contractor, in each case other than in the ordinary course of business or (G) terminate the employment of any employee with an annual base salary greater than or equal to $500,000 or due to death or disability other than for cause or in the ordinary course of business;

(iv) waive any restrictive covenant obligations of any employee or individual independent contractor of any HMI Company;

(v) unless required by applicable Law, an HMI Benefit Plan or a Company Collective Bargaining Agreement, (A) modify, extend or enter into any Company Collective Bargaining Agreement, or (B) recognize or certify any labor union, labor organization, works council or other employee-representative body as the bargaining representative for any employees of the HMI Companies;

(vi) (A) make, change or rescind any material election in respect of Taxes, (B) settle any material Action in respect of Taxes, (C) make any material change in its accounting or Tax policies or procedures, (D) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return obtained in the ordinary course of business), (E) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (G) file any amended material Tax Return, (H) file any Tax Return which is inconsistent with past practices, or (I) enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authority;

(vii) (A) other than in the ordinary course of business or between HMI Companies, (1) sell, assign, transfer or license any HMI Owned IP to any Person, other than Incidental Licenses, or (2) abandon, permit to lapse, or otherwise dispose of any material Company Registered Intellectual Property, or (B) disclose any material Trade Secrets owned or held by any HMI Company to any Person who has not entered into a written confidentiality agreement or is not otherwise subject to enforceable confidentiality obligations;

(viii) fail to use commercially reasonable efforts to maintain its books, accounts, and records in all material respects in the ordinary course of business consistent with past practices;

(ix) enter into any new line of business; provided, that for the purposes of this Section 8.2(b)(xii) and for the avoidance of doubt, a new line of business does not include any business relating to ownership, operation or provision of services to vessels, including the business of technical management of vessels;

(x) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(xi) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $2,000,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in HMI Financial Statements, as applicable;

(xii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xiii) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of the properties, assets or rights of the HMI Companies, taken as a whole, other than (A) licensing of Intellectual Property in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (c) transactions among the HMI Companies and (D) the sale or provision of goods or services to customers in the ordinary course of business;

(xiv) make any change in accounting methods, principles or practices, except as required by U.S. GAAP;

(xv) (A) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 of the MGO Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or

(xvi) authorize or agree to do any of the foregoing actions.

(c) Without limiting Section 8.2(a) and Section 8.2(b), during the Interim Period (but excluding, for the avoidance of doubt, on the Closing), without the prior written consent of MGO, (i) no HMI Shareholder shall waive the restrictions on the transfer of HMI Shares owned by the HMI Shareholders set forth in the Shareholders’ Agreement and (ii) without limitation to clause (i) of this sentence, no HMI Shareholder shall transfer any HMI Shares without the prior written consent of MGO.

8.3 Conduct of Business of MGO during the Interim Period.

(a) Unless HMI shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject to Section 8.5, except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.3(a) of the MGO Disclosure Schedules, or as required by applicable Law, MGO shall use its commercially reasonable efforts to (i) conduct its business, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) consistent with past practices, except for any Permitted Capital Raises, and (ii) preserve intact, in all material respects, its business organization, to keep available the services of its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of its material assets, in each case consistent with past practice (taking into account COVID-19).

(b) Without limiting the generality of Section 8.3(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Section 8.3(b) of the MGO Disclosure Schedules, or as required by applicable Law or any COVID-19 Measure, during the Interim Period and subject to Section 8.5, without the prior written consent of HMI (such consent not to be unreasonably withheld, conditioned or delayed), MGO shall not and shall cause the MGO Subsidiaries not to:

(i) amend, waive or otherwise change its Organizational Documents, other than for administrative or de minimis changes;

(ii) (A) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities (including the MGO Securities) or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its shares or other equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities (including the MGO Securities) or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a Third Party with respect to such securities or (B) enter into any engagement letters in connection with any of the foregoing; provided, that MGO may issue and sell MGO Shares without the consent of HMI under the following conditions: (1) if such issuance and sale occurs on or prior to the record date for the Special Shareholder Meeting (the “Record Date”), such issuance and sale may occur so long as the MGO Principals shall own after such issuance and sale, in aggregate, no less than a majority of the total outstanding MGO Shares entitled to vote at the Special Shareholder Meeting and the MGO Principals vote those shares at the Special Shareholder Meeting pursuant to and in accordance with the Voting and Support Agreements; (2) if such issuance and sale occurs after the Record Date, such issuance and sale may occur without any conditions or regard to the number of MGO Shares sold in such issuance; and (3) in either case, MGO shall provide HMI prompt written notice of such issuance and sale that specifies the number of MGO Shares (x) issued and sold, (y) then held by the MGO Principals and (z) then outstanding in aggregate;

(iii) except as necessary to maintain MGO’s Nasdaq listing and with the prior consent of HMI (not to be unreasonably withheld), split, combine, recapitalize, subdivide, reclassify any of its shares or other equity interests (including the MGO Securities) or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv) (A) incur, create, assume or otherwise become liable for any Indebtedness (directly, contingently or otherwise), (B) make a loan or advance to or investment in any Third Party, or (C) guarantee or endorse any Indebtedness of the type referred to in clause (A) above of any Person;

(v) incur, create, assume or otherwise become liable for any obligation not in the ordinary course of MGO’s business, provided, that prior to the Closing, MGO will make cash payments in an aggregate amount not to exceed $1,500,000 to the directors and officers of MGO in the proportions set forth in Section 8.3(b)(v) of the MGO Disclosure Schedules (the “Severance Payments”); provided, further, that there are no severance or other termination payments required to be made to any other director, officer, employee or consultant and MGO shall cause all directors, officers, employees and consultants of MGO to (i) resign or be terminated (as applicable) in accordance with any applicable notice requirements with such resignations or terminations to be effective as of the Closing and (ii) sign a customary waiver and release of claims against MGO (that need not, for the avoidance of doubt, include a waiver and release of any claims that may arise under this Agreement);

(vi) terminate, waive or assign any material right under any material agreement (including any MGO Material Contract) to which it is a party, or enter into any Contract that would be a MGO Material Contract if entered into prior to the date hereof;

(vii) establish any Subsidiary or enter into any new line of business;

(viii) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(ix) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, MGO) not in excess of $25,000 (individually or in the aggregate), unless such amount has been reserved in the MGO Financials;

(x) acquire all or a portion of (directly and indirectly), including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any of assets of any such Person in each case;

(xi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than as contemplated by this Agreement with respect to the Merger);

(xii) except with respect to the Voting and Support Agreements, enter into any agreement, understanding or arrangement with respect to the voting or transfer of its equity securities (including the MGO Securities);

(xiii) (A) make, change or rescind any material election in respect of Taxes, (B) settle any material Action in respect of Taxes, (C) make any material change in its accounting or Tax policies or procedures, (D) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return obtained in the ordinary course of business), (E) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (G) file any amended material Tax Return, (H) file any Tax Return which is inconsistent with past practices, or (I) enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authority;

(xiv) (A) hire any employee or (B) adopt or enter into any Benefit Plan (including granting or establishing any form of compensation or benefits to any current or former employee, officer, director or other individual service provider of MGO (for the avoidance of doubt, other than consultants, advisors, including legal counsel, or institutional service providers engaged by MGO));

(xv) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business);

(xvi) amend or approve an equity incentive plan; or

(xvii) authorize or agree to do any of the foregoing actions.

8.4 Conduct of Business of Holdings during the Interim Period.

(a) Unless MGO shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject to Section 8.5, except as contemplated by the terms of this Agreement or any Ancillary Document, or as required by applicable Law, Holdings shall use its commercially reasonable efforts to (i) conduct its business, in all material respects, in the ordinary course of business (taking into account COVID-19 and COVID-19 Measures) consistent with past practices and (ii) preserve intact, in all material respects, its business organization, to keep available the services of its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of its material assets, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures).

(b) Without limiting the generality of Section 8.4(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as required by applicable Law or any COVID-19 Measure, during the Interim Period and subject to Section 8.5, without the prior written consent of MGO (such consent not to be unreasonably withheld, conditioned or delayed), Holdings shall not:

(i) amend, waive or otherwise change, its Organizational Documents, other than for administrative or de minimis changes and to comply with Section 10.1(f);

(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a Third Party with respect to such securities.

(iii) split, combine, recapitalize, subdivide, reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv) (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise), (B) make a loan or advance to or investment in any Third Party (other than advancement of expenses to employees in the ordinary course of business), or (C) guarantee or endorse any Indebtedness of the type referred to in clause (A), in each case, except for any such transactions with the HMI Companies;

(v) establish any Subsidiary or enter into any new line of business;

(vi) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets in each case;

(vii) make any capital expenditures;

(viii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(ix) enter into any agreement, understanding or arrangement with respect to its voting or transfer of equity securities other than a shareholders agreement and a registration rights agreement among the Company and the HMI Shareholders; or

(x) authorize or agree to do any of the foregoing actions.

8.5 Interim Period Control. Nothing contained in this Agreement shall give to any Party, directly or indirectly, the right to control MGO, Holdings, HMI or any HMI Company or their respective Subsidiaries prior to the Closing Date. Prior to the Closing Date, each of MGO, Holdings and HMI shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

8.6 Preparation and Delivery of Additional HMI Financial Statements. Following the execution and delivery of this Agreement, HMI shall deliver true and complete copies of any financial statements of HMI and the HMI Companies required by applicable Law to be in the Registration Statement as of a particular date in order for the Registration Statement to be declared effective, all in accordance with (a) U.S. GAAP methodologies applied on a consistent basis throughout the periods involved, and (b) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable), with such financial statements being delivered as soon as practicable after the end of the applicable financial period.

8.7 MGO Financial Statements; Registration Statement. During the Interim Period, MGO will provide to Holdings and HMI all information reasonably requested and that is required to be included in the Registration Statement and Proxy Statement, including the relevant MGO Financials to be prepared following the execution and delivery of this Agreement, which will fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of MGO at the respective dates of and for the periods referred to in such financial statements, which shall be (i) in accordance with U.S. GAAP methodologies applied on a consistent basis throughout the periods involved, (ii) in accordance with Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable), and (iii) in the case of annual financial statements, audited in accordance with PCAOB standards.

8.8 MGO Public Filings. During the Interim Period, MGO will keep current and timely file all of its public filings with the SEC, including the SEC reports, and otherwise comply in all material respects with applicable securities Laws and shall use reasonable best efforts prior to the Merger to maintain the listing of the MGO Shares on Nasdaq. During the Interim Period, except to the extent available on the SEC’s web site through EDGAR, MGO will deliver to HMI or make available copies in the form filed with the SEC of all of the following: (i) MGO’s quarterly reports on Form 10-Q, (ii) MGO’s annual report on Form 10-K and (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by MGO with the SEC. The SEC Reports (x) will be prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) will not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they are filed with the SEC (in the case of all other SEC Reports) 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. As used in this Section 8.8, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC.

8.9 Cash Upon Closing.

(a) MGO will have zero dollars in cash immediately following the Closing, after taking into effect the Severance Payments, provisions for working capital for its flagpole business, all MGO Transaction Expenses and any payments of fees, expenses or related discounts in connection with any Permitted Capital Raise.

(b) HMI will have a minimum of $10 million in cash and/or accounts receivable (less than 60 days) immediately following the Closing, after taking into effect the payment of HMI Transaction Expenses and any dividends or distributions.

8.10 Stock Exchange Listings.

(a) As required pursuant to that certain letter from Nasdaq to MGO dated June 14, 2024, MGO will:

(i) on or before July 15, 2024, effect a reverse stock split at a ratio between 1-for-10 and 1-for-25, unless prior to such date MGO has been informed in writing by Nasdaq that it has regained compliance with Nasdaq Listing Rule 5550(a)(2);

(ii) on or before August 15, 2024, (x) complete the transactions described to Nasdaq Hearings Panel to achieve compliance with Nasdaq Listing Rule 5550(b)(1) (or its alternatives) and (y) demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) by evidencing a closing bid price of $1.00 or more per share for a minimum of ten consecutive trading sessions; and

(iii) on or before August 21, 2024, file a Current Report on Form 8-K describing the transactions that have increased its stockholders’ equity and either (x) indicate that, through a balance sheet that is not older than 60 days and contains pro forma adjustments for the transactions, stockholders equity has increased to at least $2.5 million or (y) an affirmative statement that, as of the date of such report, it believes it has regained compliance with the stockholders’ equity requirement based upon the specific transactions or events described in such report.

Provided that in respect of (i) and (ii) above, MGO will take no action which will result in MGO’s failure to comply with Nasdaq’s continued listing requirements, including the applicable publicly held shares requirement.

(b) Each of MGO, HMI and Holdings will use its commercially reasonable efforts to cause (i) Holdings’ initial listing application(s) with Nasdaq (or another national securities exchange) in connection with the Transactions to have been approved including any valuation in respect of Holdings required by Nasdaq (or such other national securities exchange), (ii) Holdings to satisfy all applicable initial listing requirements of Nasdaq (or another national securities exchange) in order to trade immediately following the completion of the Transaction and (iii) the Holdings Common Shares issuable in accordance with this Agreement (including the Holdings Common Shares to be issued in connection with the Earnout Shares) to be approved for listing on Nasdaq, subject to official notice of issuance, in each case prior to the Closing Date.

8.11 Exclusivity.

(a) For purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “Alternative Transaction” means with respect to either of MGO or HMI, a transaction (other than the Transactions) concerning the sale of (x) all or any material part of the business or assets of such company, on a consolidated basis together with its Subsidiaries, or (y) 15% or more of the issued and outstanding shares or other equity interests or profits of such company, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise.

(b) During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the Transactions, each Party shall not, and shall cause its Representatives not to, without the prior written consent of HMI and MGO, directly or indirectly,

(i) solicit, initiate or knowingly facilitate or assist the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal,

(ii) furnish any non-public information regarding such Party or its Affiliates (or, with respect to HMI, the HMI Companies) or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal,

(iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal,

(iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal,

(v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement in furtherance of any Acquisition Proposal, or

(vi) release any Third Party from, or waive any provision of, any confidentiality agreement to which such Party is a party.

(c) Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that would reasonably be expected to result in an Acquisition Proposal, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

8.12 No Trading. HMI, Holdings and the HMI Shareholders each acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material non-public information of MGO, will be advised) of the restrictions imposed by U.S. federal securities Laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material non-public information about a publicly traded company. HMI, Holdings and the HMI Shareholders each hereby agrees that, while it is in possession of such material non-public information, it shall not purchase or sell any securities of MGO, communicate such information to any Third Party, take any other action with respect to MGO in violation of such Laws, or cause or encourage any Third Party to do any of the foregoing.

8.13 Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to HMI, the HMI Shareholders): (a) receives any notice or other communication in writing from any Third Party (including any Governmental Authority) alleging that the Consent of such Third Party is required in connection with the Transactions or (b) discovers any fact or circumstance that, or becomes aware of the occurrence of any event the occurrence of which, would cause or would reasonably be expected to cause or result in any of the conditions set forth in Article X not being satisfied or the satisfaction of those conditions being materially delayed. No such notice shall constitute an acknowledgement 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.

8.14 Regulatory Approvals.

(a) Subject to the terms and conditions of this Agreement, each of MGO, Holdings and HMI shall use its commercially reasonable efforts, and shall cooperate fully with such other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the Transactions (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Transactions, including using its commercially reasonable efforts to (i) prepare and promptly file all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all Permits, Consents, approvals, authorizations, registrations, waivers, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities to satisfy the consummation of the Transactions and to fulfill the conditions to the Closing and (iii) execute and deliver any additional instruments necessary to consummate the Transactions.

(b) In furtherance and not in limitation of Section 8.14, to the extent required under the HSR Act or any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or that are designed to prohibit, restrict or regulate actions that may risk national security (collectively, “Antitrust Laws”), each of MGO, Holdings and HMI agrees, and shall cause its Subsidiaries and Affiliates, to make any required filing or application under Antitrust Laws, as applicable, including preparing and making an appropriate filing pursuant to the HSR Act, at such Party’s sole cost and expense (including with respect to any filing fees), with respect to the Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the granting of approval or consent by the Governmental Authority as soon as practicable. Each of MGO, Holdings and HMI shall, in connection with its commercially reasonable efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other of such Parties or their respective Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person, (ii) keep such other Parties reasonably informed of any material communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) permit a Representative of such other Parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any material meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of such other Parties the opportunity to attend and participate in such meetings and conferences, (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, each attending Party shall keep such Party promptly and reasonably apprised with respect thereto and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory, competitive or national security related argument, and responding to requests or objections made by any Governmental Authority.

(c) If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of MGO, Holdings and HMI shall use its commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, each of MGO, Holdings and HMI shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions.

(d) Prior to the Closing, each of MGO, Holdings and HMI shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other Third Party as may be necessary for the consummation by such Party or its Affiliates of the Transactions or required as a result of the execution or performance of, or consummation of the Transactions, by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such commercially reasonable efforts. With respect to Holdings, during the Interim Period, each of MGO, Holdings and HMI shall use its commercially reasonable efforts to cause Holdings to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing.

8.15 Further Assurances. The Parties shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement, the Ancillary Documents and applicable Laws to consummate the Transactions as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (including any Tax filings).

8.16 Tax Matters.

(a) Tax Treatment. Each of MGO, Holdings, Merger Sub, and HMI shall, and shall cause its Affiliates to, take such actions to cause the Transactions to qualify, and refrain from taking such actions that could prevent or impede the Transactions from qualifying, for the Intended Tax Treatment. MGO, Holdings, Merger Sub and HMI hereby agree to file all applicable Tax Returns on a basis consistent with the Intended Tax Treatment, unless otherwise required by a Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or non-U.S. Tax Law). If, in connection with the preparation and filing of the Registration Statement, the SEC requests or requires that Tax opinions with respect to U.S. federal income tax consequences of the Transactions be prepared and submitted in such connection, Holdings and HMI shall deliver to Sichenzia Ross Ference Carmel LLP (“SRFC”) and Seward & Kissel LLP (“S&K”), respectively, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Registration Statement, and, if such Tax opinion is required by the SEC with respect to the Merger, Holdings shall request SRFC to furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Tax Treatment applies to the Merger, and if such Tax opinion is required by the SEC with respect to the Share Acquisition, HMI shall request S&K to furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Tax Treatment applies to the Share Acquisition. Notwithstanding anything to the contrary in this Agreement, no Party or their Tax advisors are obligated to provide any opinion that the relevant portions of the Transactions contemplated by this Agreement otherwise qualify for their respective Intended Tax Treatment (other than, to the extent required by the SEC, a customary opinion regarding the U.S. federal income tax considerations of such transactions included in the Proxy Statement and Registration Statement as may be required to satisfy applicable rules and regulations promulgated by the SEC). The covenants contained in this Section 8.16(a), notwithstanding any provision elsewhere in this Agreement, shall survive in full force and effect indefinitely.

(b) Tax Cooperation.

(i) Each of the MGO, Holdings, Merger Sub and HMI shall, and shall cause its Affiliates to, cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, the Tax treatment of any aspect of the Transactions or any audit or other Action pertaining to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision (with the right to make copies) of records and information reasonably relevant to any GRA, Tax proceeding or audit, making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder (to the extent such information or explanation is not publicly or otherwise reasonably available).

(ii) Each of MGO, Holdings, Merger Sub, and HMI shall not undertake (or cause to be undertaken) any of the following for a period of two years after the Closing Date (the “Survival Period”): (A) the actual or deemed liquidation of MGO for U.S. federal income tax purposes, (B) the conversion of MGO into a “disregarded entity” (within the meaning of Treasury Regulation Section 301.7701-3) or (C) the distribution or transfer of substantially all of MGO’s assets (other than pursuant to an arm’s-length loan).

(c) Holdings 5% Shareholders. Holdings acknowledges that any direct or indirect holder of Holdings Common Shares who is a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Holdings following the Merger (a “Holdings 5% Shareholder”) may enter into (and cause to be filed with the Internal Revenue Service) a GRA. Upon the written request of any Holdings 5% Shareholder made following the Closing Date, Holdings shall (i) furnish to such Holdings 5% Shareholder such information as such Holdings 5% Shareholder reasonably requests in connection with such Holdings 5% Shareholder’s preparation of a GRA and any necessary Tax forms with respect thereto during the period in which such GRA is in place under Treasury Regulations Section 1.367(a)-8, and (ii) provide such Holdings 5% Shareholder with the information reasonably requested by such Holdings 5% Shareholder for purposes of such Holdings 5% Shareholder’s tax compliance during the period in which such GRA is in place under Treasury Regulations Section 1.367(a)-8, including for purposes of determining whether there has been a gain “triggering event” (within the meaning of Treasury Regulations Section 1.367(a)-8) under the terms of such Holdings 5% Shareholder’s GRA, in each case, at the sole cost and expense of such Holdings 5% Shareholder. Each of the Parties shall, and shall cause their affiliates to, operate in a manner so as not to cause such a triggering event.

8.17 The Registration Statement; Special Shareholder Meeting.

(a) As promptly as practicable after the date hereof, MGO, HMI and Holdings shall jointly prepare, and Holdings shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Holdings Common Shares to be issued under this Agreement, which Registration Statement will also contain a proxy statement of MGO (as amended or supplemented, including any prospectus contained therein, the “Proxy Statement”) for the purpose of soliciting proxies or votes from MGO Shareholders for the matters to be acted upon at the Special Shareholder Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from MGO Shareholders to vote, at a special meeting of MGO Shareholders to be called and held for such purpose (including any adjournment or postponement thereof, the “Special Shareholder Meeting”), in favor of resolutions approving:

(i) the adoption and approval of this Agreement, the Merger and the other Transactions by MGO Shareholders in accordance with MGO’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and Nasdaq (including the adoption of the A&R Holdings Charter and Bylaws effective as of the Closing and the appointment of the board of directors of Holdings, and any other proposals as are required to implement the foregoing),

(ii) the adoption and approval of any other proposals as the SEC may indicate are necessary in its comments to the Registration Statement or correspondence related thereto,

(iii) such other matters as HMI and MGO shall hereafter mutually determine to be necessary or advisable in order to effect the Transactions contemplated herein (the approvals described in foregoing clauses (i) to (iii), collectively, the “Shareholder Approval Matters”) and

(iv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of MGO in consultation with Holdings.

(b) MGO, acting through its board of directors (or a committee thereof), shall (i) make the MGO Recommendation and include such MGO Recommendation in the Proxy Statement, (ii) cause the Proxy Statement to be mailed to MGO Shareholders as promptly as practicable following the date upon which the Registration Statement becomes effective in accordance with MGO’s Organizational Documents and (iii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters. If, on the date for which the Special Shareholder Meeting is scheduled, MGO has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, MGO may, in consultation with Holdings and in accordance with the MGO Charter, make one or more successive postponements or adjournments of the Special Shareholder Meeting. In connection with the Registration Statement, MGO and Holdings will file with the SEC financial and other information about the Transactions in accordance with applicable Law, MGO’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and Nasdaq.

(c) MGO, HMI and Holdings shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting. Each of MGO, Holdings and HMI shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to HMI, Holdings, MGO and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. MGO, HMI and Holdings shall amend or supplement the Registration Statement and Holdings shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to MGO Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and MGO’s Organizational Documents. No filing of, or amendment or supplement to the Registration Statement will be made by MGO, Holdings or HMI without the approval of the other of such Parties (such approval not to be unreasonably withheld, conditioned or delayed).

(d) Each of MGO, Holdings and HMI shall, as promptly as practicable after receipt thereof, supply each other such Party or Parties with copies of all material written correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, or, if not in writing, a written summary of such material communication, with respect to the Registration Statement or the Transactions. No response to any comments from the SEC or its staff relating to the Registration Statement or the Transactions will be made by Holdings, HMI or MGO without the prior consent of such other Parties (such consent not to be unreasonably withheld, conditioned or delayed), and without providing such other Parties a reasonable opportunity to review and comment thereon. Notwithstanding the foregoing, MGO, HMI and Holdings, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.

(e) As soon as practicable (and in any event within three Business Days) following the Registration Statement “clearing” comments from the SEC and becoming effective, MGO and Holdings shall distribute the Registration Statement to MGO Shareholders in accordance with MGO’s Organizational Documents.

(f) MGO shall call the Special Shareholder Meeting in accordance with MGO’s Organizational Documents for a date that is no later than 30 days following the effectiveness of the Registration Statement or such other date as agreed between MGO and HMI.

(g) MGO and Holdings shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, MGO’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting.

(h) As promptly as practicable after the effectiveness of the Registration Statement, Holdings shall prepare, and Holdings shall file with the SEC a registration statement on Form F-1 in connection with the registration for resale under the Securities Act of the Holdings Common Shares issued to the HMI Shareholders party to this Agreement as of the date hereof. The obligations of MGO, HMI and Holdings set forth in Section 8.17(c) and Section 8.17(d) with respect to the Registration Statement shall apply to such resale registration statement on Form F-1, mutatis mutandis.

(i) MGO has prepared and filed with the SEC a registration statement on Form S-3 (File No. 333-276680) (the “S-3 Registration Statement”) that contains a form of prospectus to be used in connection with and offering and sale of securities of MGO in a Permitted Capital Raise (the “Prospectus”).

(i) At the time of effectiveness of the S-3 Registration Statement (or at the time of any post-effective amendment to the S-3 Registration Statement) and at all times subsequent thereto through the closing of any Permitted Capital Raise, if any, the S-3 Registration Statement and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Securities Act and rules and regulations promulgated thereunder, and did or will, in all material respects, conform to the requirements of the Securities Act and the rules and regulations promulgated thereunder. The S-3 Registration Statement, as of the time of effectiveness and the date of closing of any Permitted Capital Raise, did not, and the amendments and supplements thereto, as of their respective dates, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the date of closing of any Permitted Capital Raise, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(ii) The agreements and documents described in the S-3 Registration Statement and the Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required to be described in the S-3 Registration Statement or the Prospectus or to be filed with the Commission as exhibits to the S-3 Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which MGO is a party or by which its property or business is or may be bound or affected and that is (A) referred to in the S-3 Registration Statement or the Prospectus or attached as an exhibit thereto, or (B) material to MGO, has been duly authorized and validly executed by MGO, is in full force and effect and is enforceable against MGO and, to MGO’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement or instrument has been assigned by MGO, and neither MGO nor, to MGO’s knowledge, assuming reasonable inquiry, any other party is in breach or default thereunder and, to MGO’s knowledge, assuming reasonable inquiry, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder.

(iii) Without limiting the generality of the foregoing, and subject thereto, in connection with any Permitted Capital Raise, the S-3 Registration Statement and the Prospectus will contain an accurate, fair and complete description of the material terms and aspects of this Agreement and the Ancillary Documents, including any amendments thereto, and the Transactions contemplated hereby; provided, that MGO shall have no liability hereunder with respect to any information provided by Heidmar, its Affiliates or their respective Representatives for inclusion in the S-3 Registration Statement, including through incorporation by reference.

(iv) In connection with any Permitted Capital Raise MGO shall provide the underwriting bank or placement agent with all of the diligence materials that are customarily provided in connection with a registered offering including a comfort letter from its auditors, corporate opinions and a negative assurance letter from its attorney prior to any such offering.

(j) If, at any time prior to the Record Date, the MGO Principals own less than a majority of the MGO Shares then issued and outstanding, then MGO will purchase MGO Shares from MGO Shareholders that are not MGO Principals in sufficient quantity such that the MGO Principals will own at least a majority of the MGO Shares on the Record Date.

8.18 Public Announcements.

(a) The Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the Transactions shall be issued by any Party or any of their Affiliates without the prior written consent (not be unreasonably withheld, conditioned or delayed) of MGO, Holdings and HMI, except as such release, filing or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to have the opportunity to comment on, and arrange for any required filing with respect to, such release, filing or announcement in advance of such issuance.

(b) MGO and HMI shall mutually agree upon and, as promptly as practicable after the execution of this Agreement, issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, MGO shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which HMI shall have the opportunity to review, comment upon and approve prior to filing (which approval shall not be unreasonably withheld, conditioned or delayed). MGO and HMI shall mutually agree upon and, as promptly as practicable after the Closing, issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, Holdings shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Transactions as required by Federal Securities Laws which MGO shall have the opportunity to review, comment upon and approve prior to filing (which approval shall not be unreasonably withheld, conditioned or delayed).

8.19 Confidential Information.

(a) HMI, Holdings and the HMI Shareholders agree that during the Interim Period and, in the event this Agreement is terminated in accordance with Article XI, for a period of two years after such termination, they shall, and shall cause their respective Affiliates and Representatives to:

(i) treat and hold in strict confidence any MGO Confidential Information that is provided to such Person or its Affiliates or Representatives, and will not use for any purpose (except in connection with the consummation of the Transactions, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any Third Party any of the MGO Confidential Information without MGO’s prior written consent, and

(ii) in the event that HMI, Holdings, the HMI Shareholders or any of their respective Affiliates or Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article XI, for a period of two years after such termination, becomes legally compelled to disclose any MGO Confidential Information, (A) provide MGO, to the extent legally permitted, with prompt written notice of such requirement so that MGO may seek, at MGO’s sole expense, a protective Order or other remedy or waive compliance with this Section 8.19(a), and (B) in the event that such protective Order or other remedy is not obtained, or MGO waives compliance with this Section 8.19(a), furnish only that portion of such MGO Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such MGO Confidential Information.

In the event that this Agreement is terminated and the Transactions are not consummated, HMI, Holdings and the HMI Shareholders shall, and shall cause their respective Affiliates and Representatives to, promptly deliver to MGO or destroy (at MGO’s election) any and all copies (in whatever form or medium) of MGO Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing, (1) Holdings and its Representatives shall be permitted to disclose any and all MGO Confidential Information to the extent required by the Federal Securities Laws as advised by outside counsel, and (2) Holdings shall, and shall cause its Representatives to, treat and hold in strict confidence any Trade Secret of MGO disclosed to such Person until such information ceases to be a Trade Secret.

(b) MGO hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article XI, for a period of two years after such termination, it shall, and shall cause its Affiliates and Representatives to:

(i) treat and hold in strict confidence any HMI Confidential Information that is provided to such Person or its Affiliates or Representatives, and will not use for any purpose (except in connection with the consummation of the Transactions, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any Third Party any of HMI Confidential Information without HMI’s prior written consent, and

(ii) in the event that MGO or any of its Affiliates or Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article XI, for a period of two years after such termination, becomes legally compelled to disclose any HMI Confidential Information, (A) provide HMI to the extent legally permitted with prompt written notice of such requirement so that HMI may seek, at HMI’s sole expense, a protective Order or other remedy or waive compliance with this Section 8.19(b) and (B) in the event that such protective Order or other remedy is not obtained, or HMI waives compliance with this Section 8.19(b), furnish only that portion of such HMI Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such HMI Confidential Information.

In the event that this Agreement is terminated and the Transactions are not consummated, MGO shall, and shall cause its Affiliates or Representatives to, promptly deliver to HMI or destroy (at MGO’s election) any and all copies (in whatever form or medium) of HMI Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing, (1) MGO and its Affiliates or Representatives shall be permitted to disclose any and all HMI Confidential Information to the extent required by the Federal Securities Laws as advised by outside counsel, and (2) MGO shall, and shall cause its Affiliates or Representatives to, treat and hold in strict confidence any Trade Secret of HMI disclosed to such Person until such information ceases to be a Trade Secret.

8.20 Post-Closing Board of Directors and Officers of Holdings. At the Merger Effective Time, the board of directors and officers of MGO shall resign and automatically cease to hold office. With effect from the Closing, each Party shall take all necessary action within its power so that the board of directors of Holdings is initially comprised of, and the officers of Holdings shall initially be, the individuals determined by HMI prior to the Closing. Holdings shall ensure that a sufficient number of its designees pursuant to Section 8.20 qualify as independent directors such that, when taken together with other independent directors appointed pursuant to Section 8.20, the board of directors of Holdings shall have a majority of “independent” directors for the purposes of Nasdaq, each of whom shall serve in such capacity in accordance with the terms of Holding’s Organizational Documents following the Closing. Pankaj Khanna will act as Chief Executive Officer and a Director of Holdings during the Interim Period and following the Closing.

8.21 Indemnification of Directors and Officers; Tail Insurance.

(a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of each HMI Company, Holdings, and MGO and each Person who served 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 of the applicable Party (the “D&O Indemnified Persons”) as provided in the Organizational Documents of each HMI Company, Holdings and MGO or under any indemnification, employment or other similar agreements between any D&O Indemnified Person, on the one hand, and any HMI Company, Holdings or MGO, on the other hand, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six months after the Merger Effective Time, Holdings shall cause the Organizational Documents of each HMI Company, Holdings and the Surviving Company to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the applicable Party to the extent permitted by applicable Law. The provisions of this Section 8.21 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and Representatives.

(b) For the benefit of MGO’s directors and officers, MGO shall be permitted, prior to the Merger Effective Time, to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Merger Effective Time for events occurring prior to the Merger Effective Time (the “MGO D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than MGO’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage, provided, that such MGO D&O Tail Insurance premium shall not exceed $500,000. If obtained, Holdings and the Surviving Company shall maintain the MGO D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Holdings and the Surviving Company shall timely pay or cause to be paid all premiums with respect to the MGO D&O Tail Insurance and shall reimburse MGO for any such premiums paid by MGO on or before the Closing Date.

(c) For the benefit of HMI’s directors and officers, HMI shall be permitted, prior to the Merger Effective Time, to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Merger Effective Time for events occurring prior to the Merger Effective Time (the “HMI D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than HMI’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Holdings and HMI shall, for a period of six years after the Merger Effective Time, maintain HMI D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Holdings and HMI shall timely pay or cause to be paid all premiums with respect to HMI D&O Tail Insurance.

8.22 Voting and Support Agreements. Concurrently with the signing of this Agreement, MGO and the MGO Principals, representing at least 61.28% of the issued and outstanding MGO Shares, shall each enter into a Voting and Support Agreement with Holdings in substantially the form attached as Exhibit A hereto.

8.23 Lock-Up/Leak-Out Agreements. At the Closing, each HMI Shareholder and each MGO Principal and officer and director of MGO shall enter into a Lock-Up/Leak-Out Agreement with Holdings in substantially the form attached as Exhibit B hereto (each, a “Lock-Up/Leak-Out Agreement”).

8.24 Holdings Equity Incentive Plan. As soon as reasonably practicable following the date of this Agreement, and in any event, no later than the date of filing of the Registration Statement with the SEC in accordance with Section 8.17(a), HMI and Holdings shall use commercially reasonable efforts to agree to the material terms of a new equity incentive plan to be adopted by Holdings no later than the Closing (the “Holdings Equity Incentive Plan”).

8.25 Litigation.

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

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

8.26 Advisory Agreements. Prior to the Closing Date: (a) MGO shall amend the Advisory Agreement such that the issuance of Holdings Common Shares at the Closing contemplated by Section 2.2(c) will fully discharge all obligations of MGO under that agreement (provided, that the obligations of MGO in Sections 7 and 17 and Exhibit A thereof shall not be discharged) and (b) MGO and Maxim Group LLC shall fully and irrevocably terminate, and jointly provide written assurance to HMI of that termination, the following agreements between them (i) the Equity Distribution Agreement, dated February 6, 2024 (provided, that Sections 5 and 12 thereof shall survive such termination), and (ii) the Placement Agreement, dated January 19, 2024 (provided, that Section 5 (and Addendum A incorporated by reference), the fifth sentence of Section 6, and Section 11 thereof shall survive such termination).

ARTICLE IX
SURVIVAL; INDEMNIFICATION

9.1 Survival. Each and every representation and warranty of MGO contained in Article IV, of Holdings contained in Article V, or of HMI contained in Article VI, and the corresponding representations and warranties contained in the certificates delivered by such parties at the Closing, shall survive until the end of the Survival Period. The covenants and agreements of MGO, Holdings and HMI contained herein that by their terms are to be performed prior to the Closing or otherwise relate solely to the period prior to the Closing Date shall, in each case, terminate at the Closing, and no claim for breach of any such covenants or agreements may be made after the Closing Date. The covenants and agreements of MGO, Holdings and HMI that by their terms are to be performed at or after the Closing shall, in each case, survive until fully performed. Nothing in this Section 9.1 shall limit or otherwise restrict the rights of any party with respect to any claim based on Fraud.

9.2 Indemnification.

(a) MGO Indemnification. Subject to the limitations set forth herein, MGO shall indemnify, save, and keep Holdings, HMI and the HMI Shareholders and their respective officers, directors, managers, partners, members, agents, Representatives, successors, assigns and employees (collectively, the “HMI Indemnified Parties”) harmless against and from all Damages sustained or incurred by any HMI Indemnified Party as a result of, or arising out of: (i) from and after the Closing, (x) any breach or inaccuracy of any representation or warranty of MGO contained in Article IV (provided, that if any such representation or warranty is qualified in any respect by “materiality” or “Material Adverse Effect”, for purposes of this clause, such a qualification shall be ignored for purposes of calculating the amount of any Damages resulting therefrom (but, for the avoidance of doubt, not for purposes of determining whether a breach of any representation or warranty has occurred)); (y) any breach of any covenant or agreement made by MGO under this Agreement, and (z) any Permitted Capital Raise(s) and (ii) during the Interim Period, any Permitted Capital Raise(s) and any pending or threatened Proceeding disclosed on Section 4.12.3 of the MGO Disclosure Schedules (each of the foregoing, an “MGO Indemnity”).

(b) HMI Indemnification. From and after the Closing, Holdings shall indemnify, save, and keep each of the MGO Principals (collectively, “MGO Indemnified Parties” and, together with the HMI Indemnified Parties, the “Indemnified Parties”) harmless against and from all Damages sustained or incurred by any MGO Indemnified Party as a result of, or arising out of: (i) any representation or warranty of Holdings contained in Article V, or of HMI contained in Article VI (provided that if any such representation or warranty is qualified in any respect by “materiality” or “Material Adverse Effect”, for purposes of this clause (i), such a qualification shall be ignored for purposes of calculating the amount of any Damages resulting therefrom (but, for the avoidance of doubt, not for purposes of determining whether a breach of any representation or warranty has occurred)), or (ii) any breach of any covenant or agreement made by HMI, Holdings or Merger Sub under this Agreement.

(c) MGO Indemnity Payments.

(i) Indemnity Payments Prior to Closing. Upon a determination, prior to the Closing, that MGO owes a payment in respect of an MGO Indemnity (an “MGO Indemnity Payment”), MGO shall, subject to Section 9.2(d), make such payments to the applicable HMI Indemnified Parties; provided, that if the aggregate MGO Indemnity Payments to be made prior to Closing would exceed the Pre-Closing Cap, then the MGO Indemnity Payments in excess of the Pre-Closing Cap will be made after Closing in the manner set forth in clause (iii) below.

(ii) Reserved Holdings Common Shares. At the Closing Date, Holdings shall reserve for issuance with the Transfer Agent 20,408,163 Holdings Common Shares (the “Indemnity Shares”). The Indemnity Shares shall be reserved exclusively for the making of MGO Indemnity Payments after the Closing.

(iii) Indemnity Payments After Closing. Upon a determination, after the Closing, that an MGO Indemnity Payment is due, Holdings shall issue to the HMI Shareholders (pro rata according to the number of Holdings Common Shares each holds) a number of Indemnity Shares equal to (x) the amount of the MGO Indemnity Payment divided by (y) the market value of a Holdings Common Share (based on the 10-Day VWAP of the Holdings Common Shares as of such date); provided, that the aggregate number of Holdings Common Shares issued in respect of MGO Indemnity Payments shall not exceed the number of Indemnity Shares placed in reserve pursuant to clause (iii); and provided, further, that no Indemnity Shares shall be issued in respect of any MGO Indemnity Payment that is not determined to have become due prior to the end of the Survival Period.

(d) Limitation on Damages.

(i) MGO Maximum. The aggregate amount of all MGO Indemnity Payments to be paid prior to Closing shall be an aggregate of $4,300,000 ($4,000,000 in respect of any Permitted Capital Raise(s) and $300,000 in respect of any pending or threatened Proceeding disclosed on Section 4.12.3 of the MGO Disclosure Schedules) (the “Pre-Closing Cap”); provided, that this limitation shall not apply to Damages arising out of claims of Fraud.

(ii) Exclusive Means. After the Closing, the Indemnity Shares shall be the exclusive means for the HMI Indemnified Parties to collect any Damages from MGO or the MGO Principals with respect to which the HMI Indemnified Parties are entitled to indemnification pursuant to this Article IX, other than for Damages arising out of claims of Fraud.

(iii) Holdings Maximum. The maximum amount of all Damages for which Holdings shall be responsible for payment to the MGO Indemnified Parties (the “Holdings Maximum Amount”) shall not exceed an amount equal to (x) one-half of the number of Holdings Common Shares issued to all MGO Principals at the Closing times (y) the greater of (A) the average of the 10-Day VWAP for Holdings Common Shares over the first ten Trading Days after the Closing Date; and (B) the 10-Day VWAP for the MGO Shares over the ten Trading Days prior to the date hereof; provided, that this limitation shall not apply to Damages arising out of claims of Fraud.

9.3 Limitations. Notwithstanding any other provisions hereof:

(a) except in the case of Fraud, in no event will any Party be liable under this Agreement (for indemnification or otherwise) to any other Party or other Person for (i) any punitive or exemplary damages, except to the extent such damages are paid to a Third Party or (ii) any consequential damages, except to the extent reasonably foreseeable or paid to a Third Party;

(b) the amount of Damages for which any party to this Agreement may be entitled to seek indemnification under this Agreement will be reduced by: (i) the amount of any insurance proceeds or other payment from a Third Party that is received by such party (after taking into account any actual increase in premiums payable for such insurance policies solely as a result of such recovery) with respect to such Damages; (ii) any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such Damages; and (iii) the amount of any Tax benefit realized or reasonably expected to be realized by the Indemnified Party with respect to such Damages;

(c) no party hereto shall be entitled to recover any Damages relating to any matter arising under one provision of this Agreement (the “Subject Provision”) to the extent that such party has already recovered or claimed Damages with respect to such matter pursuant to another provision of this Agreement and recovery under such Subject Provision in a duplication of recovery with respect to such matter;

(d) each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto; and

(e) no Party shall be liable hereunder for any Damages based upon or arising out of any inaccuracy or breach of any of the representations or warranties contained in this Agreement if the Person who otherwise may have a claim for such Damages, or any of such Person’s Representatives, had knowledge of such inaccuracy or breach prior to the Closing.

9.4 Indemnification Procedures.

(a) Notice. Whenever any claim shall arise for indemnification under Section 9.2 (an “Indemnification Claim”), the Indemnified Party shall promptly provide written notice of the Indemnification Claim to the Person against which it is seeking indemnification hereunder (the “Indemnifying Party”). Such notice shall describe the Indemnification Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. An Indemnified Party’s failure to promptly provide written notice of an Indemnification Claim and copies of all material written evidence thereof shall not relieve the Indemnifying Party from its indemnification obligations with respect to the subject of the Indemnification Claim, except to the extent (and only to the extent) the Indemnifying Party is prejudiced as a result of such failure.

(b) Direct Claims. Upon receipt of written notice of an Indemnification Claim, the Indemnifying Party shall have ten Business Days to respond in writing. During such ten-Business Day period, the Indemnified Party shall provide the Indemnifying Party and its Representatives a reasonable opportunity to investigate the matter or circumstance alleged to give rise to the Indemnification Claim and whether and to what extent any amount is payable in respect of the Indemnification Claim. If the Indemnifying Party does not respond within such ten-Business Day period, the Indemnifying Party shall be deemed to have rejected such Indemnification Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(c) Third Party Claims. With respect to any Indemnification Claim resulting from or arising out of any claim by a Person who is not a party to this Agreement (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of the Third Party Claim and, if the Indemnifying Party so chooses by delivering written notice to the Indemnified Party to assume the defense of the Third Party Claim, and the Indemnified Party shall cooperate in good faith in such defense; provided, that the Indemnifying Party shall not be permitted to assume the defense of any Third Party Claim that (i) involves (A) injunctive relief, specific performance or other similar equitable relief that, if granted, could reasonably be expected to materially adversely affect the Indemnified Party, (B) any claim made by a Governmental Authority against an Indemnified Party, or (C) any criminal allegations; or (ii) is one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. If the Indemnifying Party is permitted and so elects to assume the defense of any Third Party Claim, then the Indemnified Party shall have the right, at its sole expense, to participate in the defense of such Third Party Claim and to employ counsel separate from the counsel employed by the Indemnifying Party, and the Parties shall cooperate in the defense of such Third Party Claim; provided, that under no circumstance shall the Indemnifying Party agree to settle or compromise any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party, within a reasonable time after receipt of written notice relating to a Third Party Claim, is not permitted to assume defense of the Third Party Claim, elects not to assume defense of the Third Party Claim or fails to defend the Third Party Claim actively and in good faith, then the Indemnified Party shall have the right to undertake the defense of, and to settle or compromise, the Third Party Claim at the expense of the Indemnifying Party; provided, that the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

9.5 Sole Remedy. Except in the case of Fraud, and except for claims of injunctive or other equitable relief available to each party hereunder, (i) the indemnification provisions contained in Section 9.2 constitute the sole and exclusive remedies of the parties hereto for any breach of any representation, warranty, covenant or agreement contained herein, and (ii) to the fullest extent permitted by Law, all other rights and remedies of the parties arising under or in connection with this Agreement and the Transactions are hereby waived and released.

9.6 Tax Treatment. All indemnification payments pursuant to Section 9.2 shall be deemed to be adjustments to the Purchase Price for United States federal, state and local Income Tax purposes.

ARTICLE X
CONDITIONS TO OBLIGATIONS OF THE PARTIES

10.1 Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Transactions shall in all respects be subject to the satisfaction or written waiver (where permissible) by HMI and MGO of the following conditions.

(a) Antitrust Approval. All applicable waiting periods under the Antitrust Laws (and any extensions thereof) relating to the transactions contemplated by this Agreement, and any agreement with or commitment to any Governmental Authority not to consummate the transactions contemplated by this Agreement, shall have expired or been terminated. All other required Consents under the Antitrust Laws relating to the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect.

(b) Required Shareholder Approval. The Shareholder Approval Matters shall have been submitted to the vote of MGO Shareholders at the Special Shareholder Meeting in accordance with the Proxy Statement and shall have been approved and adopted by the Requisite Vote of MGO Shareholders at the Special Shareholder Meeting in accordance with the Proxy Statement, MGO’s Organizational Documents and the applicable provisions of the Delaware General Corporation Law and Nasdaq (the “Required Shareholder Approval”).

(c) No Law or Order. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the Transactions illegal or otherwise prohibiting consummation of the Transactions (a “Legal Restraint”).

(d) Listing. The Holdings Common Shares (including those to be issued pursuant to this Agreement (including the Earnout Shares) shall have been approved for listing on Nasdaq (or such other national securities exchange), subject only to official notice of issuance thereof.

(e) Registration Statement. The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and not withdrawn.

(f) Amended and Restated Organizational Documents. The articles of incorporation of Holdings (the “A&R Holdings Charter”) and the bylaws of Holdings (together with the A&R Holdings Charter, the “A&R Holdings Charter and Bylaws”) shall have been amended and restated in their entirety in a form applicable to a company publicly listed in the United States and approved by HMI in its sole discretion.

10.2 Conditions to Obligations of HMI, the HMI Shareholders, Holdings and Merger Sub. In addition to the conditions specified in Section 10.1, the obligations of HMI, the HMI Shareholders, Holdings and Merger Sub to consummate the Transactions are subject to the satisfaction or written waiver (by HMI, where permissible) of the following conditions.

(a) Representations and Warranties.

(i) All of the MGO Fundamental Warranties shall be true and correct in all material respects on and as of the date of this Agreement and the Closing Date as if made on the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been so true and correct as of such date).

(ii) The representations and warranties of MGO contained in Section 4.5 shall be true and correct (except for de minimis inaccuracies) on and as of the date of this Agreement and the Closing Date as if made on the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been so true and correct as of such date).

(iii) All of the other representations and warranties of MGO set forth in this Agreement shall be true and correct on and as of the date of this Agreement and the Closing Date as if made on the Closing Date, except for (A) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date, subject to clause (B) of this Section 10.2(a)(ii)) and (B) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect or similar), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on MGO.

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

(c) Officer Certificate. MGO shall have delivered to HMI a certificate, dated as of the Closing Date, signed by an officer of MGO, certifying as to the satisfaction of the conditions specified in Section 10.2(a), Section 10.2(b) and Section 10.2(d) but in each case, solely with respect to themselves.

(d) Ancillary Documents. A counterpart to the Ancillary Documents required to be executed by MGO at or prior to the Closing Date shall have been executed and delivered to HMI.

10.3 Conditions to Obligations of MGO. In addition to the conditions specified in Section 10.1, the obligations of MGO to consummate the Transactions are subject to the satisfaction or written waiver (by MGO where permissible) of the following conditions.

(a) Representations and Warranties.

(i) All of HMI Fundamental Warranties and the HMI Shareholders Fundamental Warranties shall be true and correct in all material respects on and as of the date of this Agreement and the Closing Date as if made on the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been so true and correct as of such date).

(ii) The representations and warranties of HMI and the HMI Shareholders contained in Section 6.3 and Section 7.3 shall be true and correct (except for de minimis inaccuracies) on and as of the date of this Agreement and the Closing Date as if made on the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been so true and correct as of such date).

(iii) All of the other representations and warranties of HMI and the HMI Shareholders set forth in this Agreement shall be true and correct on and as of the date of this Agreement and the Closing Date as if made on the Closing Date, except for (A) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date, subject to clause (B) of this Section 10.3(a)(iii)) and (B) other than representations and warranties set forth in Section 6.8(b), any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect or similar), individually or in the aggregate, have not had and would not reasonably be expected to have (x) a Material Adverse Effect on HMI or (y) a material adverse effect on HMI Shareholder’s ability to consummate the Transactions or perform their obligations under this Agreement or the Ancillary Documents to which they are party, as applicable.

(iv) All of the Holdings Fundamental Warranties shall be true and correct in all material respects on and as of the date of this Agreement and the Closing Date as if made on the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been so true and correct as of such date).

(v) All of the other representations and warranties of Holdings set forth in this Agreement shall be true and correct on and as of the date of this Agreement and the Closing Date as if made on the Closing Date, except for (A) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date, subject to clause (B) of this Section 10.3(a)(v)), and (B) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect or similar), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Holdings.

(b) Agreements and Covenants. Each of HMI, the HMI Shareholders, Holdings and Merger Sub shall have performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under this Agreement to be performed or complied with by them on or prior to the Closing Date.

(c) Officer Certificate. HMI, each HMI Shareholder and Holdings shall have delivered to MGO a certificate, dated as of the Closing Date, signed by an officer of each of HMI, Holdings and each HMI Shareholder, certifying as to the satisfaction of the conditions specified in Section 10.3(a), Section 10.3(b) and Section 10.3(d), but in each case, solely with respect to themselves.

(d) No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to HMI since the date of this Agreement which is continuing and uncured.

(e) Ancillary Documents. A counterpart to the Ancillary Documents required to be executed by HMI, the HMI Shareholders, Holdings and Merger Sub at or prior to the Closing shall have been executed and delivered to MGO.

10.4 Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article X to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to HMI, any HMI Company, the HMI Shareholders, or Holdings) to comply with or perform any of its covenants or obligations set forth in this Agreement.

ARTICLE XI
TERMINATION AND EXPENSES

11.1 Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing Date, notwithstanding receipt of any requisite approval and adoption of this Agreement and the Transactions by the shareholders of any Party, as follows:

(a) by mutual written consent of MGO and HMI;

(b) by written notice by either MGO or HMI to the other if any of the conditions set forth in Article X have not been satisfied or waived by December 31, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with respect to HMI, the HMI Shareholders or Holdings) of any representation, warranty, covenant or obligation under this Agreement was the principal cause of the failure of a condition set forth in Article X on or before the Outside Date;

(c) by written notice by either MGO or HMI to the other if a Legal Restraint has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(c) shall not be available to a Party if the failure by such Party or its Affiliates (or with respect to HMI, the HMI Shareholders or Holdings) to comply with any provision of this Agreement was the principal cause of such Legal Restraint;

(d) by written notice by HMI to MGO if (i) there has been a breach by MGO of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of MGO shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 10.2(a) or Section 10.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach (or if the breach is curable, the date by which such breach is required to be cured in the succeeding clause (ii))), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 30 days after written notice of such breach or inaccuracy is provided to MGO by HMI or (B) the Outside Date; provided, that HMI shall not have the right to terminate this Agreement pursuant to this Section 11.1(d) if at such time MGO would be entitled to terminate this Agreement pursuant to Section 11.1(f);

(e) by written notice by HMI to MGO if during the Interim Period (a) MGO receives or has received prior to the Interim Period a notice of delisting from Nasdaq and MGO is not reasonably able to cure the deficiency that is the subject of the notice of delisting within three months of the date of the notice of delisting, or (b) MGO files a Form 25, or is formally delisted from Nasdaq and the MGO Shares cease trading on Nasdaq;

(f) by written notice by MGO to HMI if (i) there has been a breach by HMI, the HMI Shareholders or Holdings of any of their respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 10.3(a) or Section 10.3(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach (or if the breach is curable, the date by which such breach is required to be cured in the succeeding clause (ii))), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 30 days after written notice of such breach or inaccuracy is provided to HMI by MGO or (B) the Outside Date; provided, that MGO shall not have the right to terminate this Agreement pursuant to this Section 11.1(f) if at such time HMI would be entitled to terminate this Agreement pursuant to Section 11.1(d); or

(g) by written notice by either MGO or HMI to the other if the Special Shareholder Meeting is held (including any adjournment or postponement thereof) and has concluded, MGO Shareholders have duly voted, and the Required Shareholder Approval was not obtained.

11.2 Effect of Termination. If this Agreement is terminated pursuant to Section 11.1, this Agreement shall thereupon become null and void and of no further force and effect and there shall be no Liability on the part of any Party to another Party, except that (a) the provisions of Sections 8.16, 8.17, 11.3, Article XII, Article XIII and this Section 11.2 shall remain in full force and effect and (b) nothing in this Section 11.2 shall be deemed to (i) release any Party from any Liability for any wilful and material breach by such Party of any term of this Agreement prior to the date of termination or pursuant to any Fraud Claim against such Party, (ii) impair the right of any Party to compel specific performance by any other Party of such other Party’s obligations under this Agreement in each case prior to the valid termination of this Agreement or (iii) terminate or otherwise modify the Confidentiality Agreement.

11.3 Fees and Expenses. Subject to Section 12.1, at or prior to Closing or the earlier termination of this Agreement (a) HMI shall pay, or cause to be paid, all HMI Transaction Expenses and (b) MGO shall pay, or cause to be paid, all MGO Transaction Expenses.

ARTICLE XII
WAIVERS AND RELEASES

12.1 Mutual Releases.

(a) Effective as of the Closing, except as set forth in this Agreement, each of MGO and Holdings, Holdings on behalf of all its Subsidiaries (including the HMI Companies) and MGO on behalf of each of the MGO Subsidiaries and its Affiliates, hereby irrevocably releases and discharges, the HMI Shareholders and each other HMI Affiliate, and each of their respective current and former directors, managers, officers, partners and employees from and against all liabilities, claims and obligations, whether accrued or contingent, whether known or unknown, whether arising under common law, statute, equity or otherwise, to the extent arising prior to the Closing and based upon, arising out of or related to the HMI Companies and their respective businesses, operations, assets and liabilities, the service by any such HMI Affiliate as an officer, director, manager, employee or Representative of the HMI Companies or to the subject matter of this Agreement and the Ancillary Documents, including the Transactions (other than, and solely with respect to, any of the covenants in this Agreement that survive the Closing); provided, however, that this Section 12.1(a) shall not release or discharge (i) any liability of HMI or any HMI Shareholder under this Agreement, any Ancillary Document or the Confidentiality Agreement, (ii) any liability of any current or former employee of the HMI Companies or any of their respective Subsidiaries to the extent (A) related to this Agreement, any Ancillary Document or the Transactions or (B) arising out of such employee’s service as an officer, director or employee of the HMI Companies or any of their respective Subsidiaries, (iii) any Fraud Claim by MGO against HMI or any HMI Shareholder or (iv) any claims that cannot be waived under applicable Law.

(b) Effective as of the Closing, expect as set forth in this Agreement, each HMI Shareholder hereby irrevocably releases and discharges MGO, Holdings, the HMI Companies and their respective Subsidiaries, each other MGO Affiliate and each of their respective current and former directors, managers, officers, partners and employees from and against all liabilities, claims and obligations, whether accrued or contingent, whether known or unknown, whether arising under common law, statute, equity or otherwise, to the extent arising prior to the Closing and based upon, arising out of or related to the HMI Companies and their respective Subsidiaries, their respective businesses, operations, assets and liabilities, the service by any such MGO Affiliate as an officer, director, manager, employee or Representative the HMI Companies or any of their respective Subsidiaries or to the subject matter of this Agreement and the Ancillary Documents, including the Transactions (other than, and solely with respect to, any of the covenants in this Agreement that survive the Closing); provided, however, that this Section 12.1(b) shall not release or discharge (i) any liability of MGO, Holdings, the HMI Companies and their respective Subsidiaries under this Agreement, any Ancillary Document or the Confidentiality Agreement (in each case to which it is party), (ii) any liability of any current or former employee of the HMI Companies or any of their respective Subsidiaries to the extent (A) related to this Agreement, any Ancillary Document or the Transactions or (B) arising out of such employee’s service as an officer, director or employee of the HMI Companies or any of their respective Subsidiaries, (iii) any Fraud Claim by any HMI Shareholder or (iv) any claims that cannot be waived under applicable Law.

(c) The Parties acknowledge and agree that HMI Affiliates and the MGO Affiliates are intended third-party beneficiaries of this Section 12.1.

ARTICLE XIII
MISCELLANEOUS

13.1 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (a) in person, (b) by e-mail (without receiving notice of non-receipt or other “bounce-back”), (c) by reputable, nationally recognized overnight courier service or (d) by registered or certified mail, pre-paid and return receipt requested; provided, however, that notice given pursuant to clauses (c) and (d) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (without receiving notice of non-receipt or other “bounce-back”); in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice).

13.2 Binding Effect; Assignment. Subject to Section 13.3, this Agreement and all of the provisions hereof shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise prior to the Closing without the prior written consent of MGO, Holdings and HMI. Any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

13.3 Third Parties. Except for the rights of (a) the D&O Indemnified Persons set forth in Section 8.19, (b) the rights of HMI Affiliates set forth in Section 12.1, (c) the rights of the MGO Affiliates set forth in Section 12.1 and (d) the rights of the Nonparty Affiliates set forth in Section 13.13, respectively, which the Parties acknowledge and agree are express Third Party beneficiaries of this Agreement, nothing contained in this Agreement or in any instrument or document executed by any party in connection with the Transactions shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party or thereto or a successor or permitted assign of such a Party.

13.4 Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each 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, (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 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 (x) the Action in any such court is brought in an inconvenient forum, (y) the venue of such Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

13.5 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY DOCUMENT OR THE TRANSACTIONS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.5.

13.6 Specific Performance. Each Party acknowledges that the rights of each Party to consummate the Transactions are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may not have adequate remedy at law, and agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction, specific performance or other equitable remedy to prevent or remedy any breach of this Agreement and to seek to enforce specifically the terms and provisions hereof, in each case, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

13.7 Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

13.8 Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by each of MGO and HMI.

13.9 Waiver. Each of MGO, Holdings, HMI and the HMI Shareholders, may in its sole discretion (a) extend the time for the performance of any obligation or other act of any other Party, (b) waive any inaccuracy in the representations and warranties by such other Party contained herein or in any document delivered pursuant hereto and (c) waive compliance by such other Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby, and any such extension or waiver shall only be binding upon the Party or Parties so providing the extension or waiver. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

13.10 Entire Agreement. This Agreement, the Ancillary Documents and the Confidentiality Agreement collectively set out the entire agreement between the Parties in respect of the subject matter contained herein and therein and, save to the extent expressly set out in this Agreement, the Ancillary Document or the Confidentiality Agreement, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

13.11 Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires:

(a) references to the singular shall include the plural and vice versa and references to one gender include any other gender;

(b) references to a “Person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organization, in each case whether or not having separate legal personality;

(c) 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, and reference to a Person in a particular capacity excludes such Person in any other capacity;

(d) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with U.S. GAAP, IFRS, or any other accounting principles used by the applicable Person;

(e) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes” and “including” shall be construed without limitation;

(f) 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;

(g) the words “date hereof” when used in this Agreement shall refer to the date of this Agreement;

(h) 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”;

(i) in Article IV through Article XII to (i) “MGO” shall refer to MGO Global, Inc. for all periods prior to the completion of the Merger and to the Surviving Company for all periods after the completion of the Merger; provided, that the foregoing shall not apply to the representations and warranties set forth in Sections 4.2, 4.4 and 4.5, and (ii) “MGO Shares” shall refer to such securities solely for periods prior to the Merger;

(j) the term “or” shall be construed to have the same meaning and effect as the inclusive term “and/or”;

(k) the word “day” means calendar day unless Business Day is expressly specified;

(l) every reference to a particular Law shall be construed also as a reference to all other Laws made under the Law referred to and to all such Laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is affected by other Laws from time to time and whether before or after Closing; provided, that as between the parties, no such amendment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party;

(m) references to “Dollars” or “$” are references to the lawful currency from time to time of the United States of America;

(n) for the purposes of applying a reference to a monetary sum expressed in Dollars, an amount in a different currency shall be deemed to be an amount in Dollars translated at the Exchange Rate at the relevant date;

(o) references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

(p) references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(q) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”;

(r) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(s) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement;

(t) unless the context of this Agreement otherwise requires, references to any statute shall include all regulations promulgated thereunder and references to any statute or regulation shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing such statute or regulation;

(u) words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and

(v) any reference in this Agreement to a Person’s directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders or stockholders shall include any applicable owners of the equity interests of such Person, in whatever form.

The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document, certificate or instrument is represented and warranted to by Holdings or HMI to be given, delivered, provided or made available by Holdings or HMI, in order for such Contract, document, certificate or instrument to have been deemed to have been given, delivered, provided and made available to MGO or its Representatives, such Contract, document, certificate or instrument shall have been posted to the electronic data site maintained on behalf of HMI for the benefit of MGO and its Representatives and MGO and its Representatives have been given access to the electronic folders containing such information (subject to access limitations as may be applicable to any individual electronic folders).

13.12 Counterparts. This Agreement may be executed and delivered (including by facsimile, email or other electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

13.13 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Parties acknowledge and agree that all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the Ancillary Documents, or the negotiation, execution, or performance or non-performance of this Agreement or the Ancillary Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or the Ancillary Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Ancillary Document (the “Contracting Parties”) except as set forth in this Section 13.13. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other person. No person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the other Ancillary Documents or for any claim based on, in respect of, or by reason of this Agreement or the other Ancillary Documents or their negotiation, execution, performance, or breach; and each Party waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Notwithstanding anything to the contrary herein, none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Ancillary Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 13.13.

13.14 Scope of the HMI Shareholders’ Obligations. In this Agreement, (a) any obligation, covenant, representation or warranty, indemnity, liability or other requirement provided by or in respect of any HMI Shareholder shall be on a several basis (not jointly and not jointly and severally) as to such HMI Shareholder and only pertain to it, (b) each HMI Shareholder shall be liable for its own breaches, (c) to the extent any HMI Shareholder is liable for monetary damages hereunder, other than in the cause of a Fraud Claim or for any wilful and material breach by such HMI Shareholder of any term of this Agreement prior to the date of termination, the aggregate liability of such HMI Shareholder shall be equal to its HMI Shareholder Consideration and (d) no Party shall be entitled to recover more than once (i.e., “double recovery”) for the same loss or losses even in the event of breaches by multiple HMI Shareholders.

ARTICLE XIV
DEFINITIONS

14.1 Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“10-Day VWAP” means, with respect to any particular security, the average of the Bloomberg Volume Weighted Average Prices for that security over the previous 10 Trading Days ending on the day prior to the date of determination.

“Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, governmental inquiry or investigation, hearing, proceeding or investigation, by or before any Governmental Authority.

“Advisory Agreement” means the M&A Advisory Agreement between MGO and Maxim Group LLC, dated February 2, 2024.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“Ancillary Documents” means each agreement, instrument, certificate or document to be executed or delivered by any of the Parties in connection with or pursuant to this Agreement, the MGO Disclosure Schedules, HMI Disclosure Schedules, the Certificate of Merger, the Lock-Up/Leak-Out Agreements and the Voting and Support Agreement.

“Benefit Plan” means each employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and each compensation, bonus, stock, stock option or other equity-based compensation arrangement or plan, incentive, consulting, deferred compensation, retirement or supplemental retirement, severance, employment, change-in-control, termination, relocation or expatriate benefit, perquisite, collective bargaining, profit sharing, pension, vacation, sick leave, cafeteria, dependent care, medical care, life insurance, dental, vision, prescription, employee assistance program, workers’ compensation, supplemental unemployment benefits, post-employment benefits, education or tuition assistance programs, and each insurance (including any self-insured arrangement) and other similar fringe or employee benefit plan, policy, program, agreement or arrangement

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

“CAA” means the Consolidated Appropriations Act, 2021, (P. L. 116-260), as may be amended from time to time.

“CARES Act” means (a) the Coronavirus Aid, Relief, and Economic Security Act, and any administrative or other guidance published with respect thereto by any Governmental Entity (including IRS Notice 2020-22), or any other Law or executive order or executive memorandum (including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020, IRS Notices 2020-65 or 2021-11) intended to address the consequences of the COVID-19 pandemic and (b) any extension of, amendment, supplement, correction, revision or similar treatment to any provision of the Laws described in clause (a), including pursuant to the CAA or the ARPA, as applicable, (in each case, including any comparable provisions of state, local or non-U.S. Law and including any related or similar orders or declarations from any Governmental Entity).

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended.

“Consent” means any consent, approval, waiver, authorization, waiting period expiration or termination, or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

“Consideration Shares” means, with respect to any MGO Principal, the number of Holdings Common Shares issued to that MGO Principal as MGO Merger Consideration pursuant to Section 1.6(a).

“Contracts” means all binding contracts, agreements, arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other binding contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“Contributor” means all Persons who created, developed, or contributed to any Intellectual Property purported to be owned by an HMI Company.

“Contributor Agreement” means a Contract with a Contributor, pursuant to which the Contributor assigns to a HMI Company all of the Contributor’s right, title and interest in and to (i) the Intellectual Property conceived, developed created or reduced to practice by such Contributor in connection with and within the scope of the employment or engagement of such Contributor by such HMI Company, or (ii) if such Contributor was not employed or engaged by a HMI Company, the Intellectual Property purported to be owned by any HMI Company that was conceived, developed, acquired, created, or reduced to practice by such Contributor.

“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing, a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 50% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 50% or more of the profits, losses, or distributions of the Controlled Person or (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person.

“Copyrights” means any intellectual property rights in works of authorship, databases, collections of data, and mask works, including all copyrights and sui generis rights therein, and all registrations, renewals, extensions, or reversions thereof.

“COVID-19” means the disease known as coronavirus disease or COVID-19, the virus known as severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and any evolutions or mutations thereof.

“COVID-19 Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, mask wearing, temperature taking, personal declaration, “purple badge standard”, shut down, closure, sequester directive, guideline or recommendation made by an applicable Governmental Authority or any other applicable Law in connection with or in response to COVID-19.

“Damages” means all liabilities, obligations, liens, assessments, levies, losses, damages, fines, penalties and reasonable out-of-pocket costs of any investigation, response, or remedial or corrective action, whether or not arising from Third Party claims, including reasonable attorneys’ fees and expenses, in each case taking into account the interests held by MGO and its Affiliates in Holdings.

“Data Protection Laws” means the following legislations to the extent applicable: (a) national Laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC), (b) the General Data Protection Regulation (2016/679) (the “GDPR”) and any national Law supplementing the GDPR or any successor Laws arising out of the withdrawal of a member state from the European Union, including the UK Data Protection Act 2018 (“DPA”), the UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and (c) all applicable Law concerning the privacy, protection, security, collection, storage, use, transfer, disclosure, destruction, alteration or other processing of Personal Data.

“Delaware General Corporation Law” means the Delaware General Corporation Law, as amended.

“Environmental Law” means any Law in effect on or prior to the date hereof relating to (a) the protection of human health and safety (to the extent relating to exposure to Hazardous Materials), (b) the protection, preservation or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or (c) the use, storage, recycling, treatment, generation, transportation, processing, handling, labelling, production, Release or disposal of Hazardous Materials.

“Environmental Permits” has meaning set forth in Section 6.19(a).

“ERISA Affiliate” means any entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included any other entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as such other entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

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

“Exchange Rate” means with respect to a particular currency for a particular day, the closing rate of exchange for that currency into Dollars on such date as published by Bloomberg.

“Exchange Shares” means the Holdings Common Shares to be issued as part of the Share Acquisition in accordance with Section 2.2.

“Fraud Claim” means any claim based in whole or in part upon Fraud against the Person who committed a Fraud, which such claim can only be brought by the Person alleged to have suffered from such alleged Fraud, and “Fraud” means, with respect to any Person, the making of a statement of fact in the express representations and warranties set forth in this Agreement or any certificate delivered pursuant hereto, with the intent to deceive another Person and which requires the elements defined by Delaware common law. In no event shall Fraud hereunder or a Fraud Claim include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) based on negligence or recklessness.

“Fundamental Representations” means (a) with respect to MGO: the representations contained in Sections 4.1, 4.2, 4.3, 4.4, 4.5 and 4.20; (b) with respect to HMI, the representations contained in Sections 5.1, 5.2, 5.3, 5.4, 5.5 and 5.7; and (c) with respect to Holdings, the representations contained in Sections 6.1, 6.2, 6.3, 6.5, 6.6 and 6.26.

“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental, regulatory or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Hazardous Material” means any chemical, waste, gas, liquid or other substance or material that is defined, listed, designated or regulated as a “hazardous substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”, “hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or that could result in the imposition of Liability, or responsibility for Remedial Action, under any Environmental Law, including petroleum and petroleum by-products or derivatives, asbestos or asbestos-containing materials, per- and polyfluoroalkyl substances, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“HMI Affiliate” means (i)(A) any direct or indirect shareholder, member, general or limited partner or other equityholder of Holdings or HMI and (B) any past, present or future director, officer, employee, incorporator, manager, controlling person, affiliate, subsidiary, portfolio company or Representative of, and any financing source or lender to, (1) Holdings or (2) HMI or any of its Subsidiaries or (3) any person referred to in the foregoing clause (i)(A) or (ii) any of their respective heirs, executors, administrators, successors or assigns.

“HMI Companies” means, collectively, all of HMI and HMI Subsidiaries and “HMI Company” means any of them.

“HMI Confidential Information” means all confidential or proprietary documents and information concerning the HMI Companies, Holdings, or the HMI Shareholders or any of their respective Affiliates or Representatives, furnished in connection with this Agreement or the Transactions; provided, however, that HMI Confidential Information shall not include any information which, at the time of the disclosure to MGO or its Representatives (a) was generally available publicly and was not disclosed in breach of this Agreement or (b) was previously known by such receiving Party without violation of Law or any confidentiality obligation by the Person receiving such HMI Confidential Information.

“HMI Convertible Securities” means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of HMI or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of HMI.

“HMI Fundamental Warranties” means the representations and warranties contained in Section 6.1(a) (Organization and Standing), Section 6.2 (Authorization; Binding Agreement), Section 6.4 (Subsidiaries), Section 6.5 (Governmental Approvals), Section 6.6 (Non-Contravention) and Section 6.26 (Finders and Brokers).

“HMI Outstanding Shares” means the total number of HMI Shares outstanding immediately prior to the Share Acquisition Closing on a fully diluted and as-converted basis and assuming, without limitation or duplication, (i) the exercise of each option to purchase HMI Shares outstanding immediately prior to the Share Acquisition Closing, and (ii) the issuance of HMI Shares in respect of all other outstanding options, restricted stock units, warrants or rights to receive HMI Shares whether conditional or unconditional, and including any outstanding options, restricted stock awards, warrants or rights triggered by or associated with the Closing, but excluding any other HMI Shares reserved for issuance under the Holdings Equity Incentive Plan.

“HMI Owned IP” means any Intellectual Property owned by any HMI Company, including HMI Registered IP.

“HMI Share Consideration” means a number of Holdings Common Shares equal to (a) the MGO Outstanding Shares, times (b) 16.6667, divided by (c) the HMI Outstanding Shares.

“HMI Shareholders Fundamental Warranties” means the representations and warranties contained in Section 7.1 (Organization and Standing), Section 7.2 (Authorization; Binding Agreement), and Section 7.7 (Finders and Brokers).

“HMI Shares” means the Class A Shares and Class B Shares of HMI.

“HMI Subsidiaries” means (a) Heidmar International Pools Inc., a Marshall Islands corporation, (b) Blue Fin Tankers Inc., a Marshall Islands corporation, (c) Seawolf Tankers Inc., a Marshall Islands corporation, (d) Sigma Tankers Inc., a Marshall Islands corporation, (e) Dorado Tankers Pool Inc., a Marshall Islands corporation, (f) Star Tankers Inc., a Marshall Islands corporation, (g) Marlin Tankers Inc., a Marshall Islands corporation, (h) SeaLion Tankers INC., a Marshall Islands corporation, (i) SeaDragon Tankers Inc., a Marshall Islands corporation, (j) SeaHorse Tankers, Inc., a Marshall Islands corporation, (k) Cash Custodian Inc., a Marshall Islands corporation, (l) Heidmar Investments LLC, a Marshall Islands limited liability company, (m) Heidmar (Far East) LLC, a Marshall Islands limited liability company, (n) Heidmar (Far East) Pte. Ltd., a Singapore private company limited by shares, (o) Heidmar (Far East) Tankers Pte. Ltd., a Singapore private company limited by shares, (p) Heidmar UK Trading Limited, a United Kingdom company, (q) Heidmar UK Limited, a United Kingdom company, (r) Heidmar 2020 LLC, a Marshall Islands limited liability company, (s) Heidmar Bulkers Inc., a Marshall Islands corporation, (t) Sea Otter Tankers Inc., a Marshall Islands corporation, (u) Ocean Star Inc., a Marshall Islands corporation, (v) Ocean Dolphin Inc., a Marshall Islands corporation, (w) Heidmar DMCC, a company established in Dubai Multi Commodities Centre Authority (United Arab Emirates), (x) Heidmar Trading DMCC, a company established in Dubai Multi Commodities Centre Authority (United Arab Emirates), (y) Landbridge Ship Management (HK) Limited, a Hong Kong corporation, and (z) BH Cape Holding Pte. Ltd., a Singapore private company limited by shares.

“HMI Transaction Expenses” means the aggregate amount of all fees, costs and expenses (whether or not yet invoiced) that have been incurred prior to the Closing by or on behalf of HMI or Holdings and that HMI has agreed to pay or is otherwise liable for (including, if applicable, fees, costs and expenses of the managers, directors, officers, employees and consultants of HMI or Holdings that HMI has agreed to pay or is otherwise liable for) in connection with the negotiation, execution, performance or consummation of this Agreement and the Ancillary Documents and the Transactions and that constitute fees, costs and expenses of third-party counsel, advisors, brokers, finders, consultants, investment bankers, accountants, auditors and experts, excluding any payments or benefits under any HMI Benefit Plan; provided, that HMI Transaction Expenses shall only include one-half of the costs and expenses incurred by Holdings in preparing and filing the Registration Statement, including SEC filing fees and the expenses of the financial printer.

“Holdings Common Shares” means the registered common shares, with $0.01 par value per share, of Holdings.

“Holdings Fundamental Warranties” means the warranties contained in Section 5.1 (Organization and Standing), Section 5.2 (Authorization; Binding Agreement), Section 5.5 (Capitalization) and Section 5.7 (Finders and Brokers).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

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

“Incidental Licenses” means, with respect to a HMI Company, any of the following Contracts entered into in the ordinary course of business: (a) an incidental permitted use right to confidential information in a non-disclosure agreement, (b) Contributor Agreements and (c) any non-exclusive license to Intellectual Property that is merely incidental to the transaction contemplated in such license, the commercial purpose of which is primarily for something other than such license, such as: (i) sales or marketing or similar Contract that includes a license to use the Trademarks of a HMI Company for the purposes of promoting the goods or services thereof, (ii) a Contract with a vendor that allows the vendor to identify a HMI Company as a customer, (iii) a Contract to purchase or lease equipment or materials, such as a photocopier, computer, or mobile phone that also contains an incidental license to Intellectual Property; or (iv) license for the use of software that is preconfigured, preinstalled, or embedded on hardware or other equipment.

“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), including “earn-outs” and “seller notes” whether accrued or not, (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, in each case to the extent drawn, (d) all obligations of such Person under leases that should be classified as capital leases in accordance with U.S. GAAP, IFRS, or any other accounting principles used by such Person, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against and not settled, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) all obligations secured by a Lien on any property of such Person and (h) all obligation described in clauses (a) through (g) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss. For the avoidance of doubt, “Indebtedness” shall exclude (i) any amounts included in Company Transaction Expenses (with respect to Indebtedness of HMI) or MGO Transaction Expenses (with respect to Indebtedness of MGO), (ii) accounts payable to trade creditors or accrued expenses, in each case, arising in the ordinary course of business and that are not yet due and payable or are being disputed in good faith or (iii) the endorsement of negotiable instruments for collection in the ordinary course of business.

“Infringement” means, directly or indirectly (including secondarily, contributorily, by inducement or otherwise), the infringement, misappropriation, dilution, or other violation of the Intellectual Property of any Person. “Infringed” and “Infringing” mean the correlative of Infringement.

“Intellectual Property” means all intellectual property rights, including Patents, Trademarks, internet domain names, Copyrights, design rights, and Trade Secrets.

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

“IPO” means the initial public offering of the MGO Shares pursuant to the final prospectus, dated January 12, 2023, and filed with the SEC on January 12, 2023.

“IT Systems” means all computer hardware and peripherals, telecommunications and network equipment, other informational technology assets and equipment, software, and industrial control systems that are owned, leased or licensed by any HMI Company or MGO or any MGO Subsidiary.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Knowledge” means, with respect to (a) HMI, the actual knowledge of persons set forth on Section 14.1 of HMI Disclosure Schedules, or (b) MGO, the actual knowledge of persons set forth on Section 14.1 of the MGO Disclosure Schedules, (c) any other Party, (i) if an entity, the actual knowledge of its executive officers, directors or secretary, or (ii) if a natural person, the actual knowledge of such Party. No Party shall be deemed to have any other actual, imputed, or constructive knowledge regarding the subject matter of any of the relevant provisions.

“Law” means any federal, tribal, state, local, municipal, foreign or other law, statute, legislation, case law, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Liabilities” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under U.S. GAAP, IFRS, or other applicable accounting standards), including Tax liabilities due or to become due.

“Lien” means any mortgage, pledge, security interest, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), or any filing or agreement to file a financing statement as debtor under applicable Law.

“Material Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, liabilities, results of operations or financial condition of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries to consummate the Transactions or to perform its obligations under this Agreement or the Ancillary Documents to which it is party; provided, however, that for purposes of clause (a) above, any fact, event, occurrence, change or effect directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, facts, events, occurrences, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may or would have occurred a Material Adverse Effect: (i) general global, national, regional, state or local changes in the financial or securities markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets) or general economic or political or social conditions in the country or region in which such Person or any of its Subsidiaries do business, (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries operate, (iii) changes or proposed changed in U.S. GAAP, IFRS or other applicable accounting principles or mandatory changes in the regulatory accounting requirements (or any interpretation thereof) applicable to any industry in which such Person and its Subsidiaries principally operate, (iv) conditions caused by acts of God, epidemic, pandemics (including COVID-19 or any mutation or variation thereof, or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement), terrorism, war (whether or not declared), natural or man-made disaster (including fires, flooding, earthquakes, hurricanes and tornados), civil unrest, terrorism or other force majeure or comparable events, (v) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided, that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein), (vi) changes attributable to the public announcement or pendency of the Transactions (including the impact thereof on relationships with customers, suppliers or employees), (vii) changes or proposed changes in applicable Law (or any interpretation thereof) after the date of this Agreement, (viii) any actions required to be taken, or required not to be taken, pursuant to the terms of this Agreement, and (ix) in respect of HMI, any action taken by, or at the written request of, MGO and in respect of MGO or Holdings, any action taken by, or at the written request of, HMI; provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i)-(iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person and its Subsidiaries, taken as a whole, compared to other participants in the industries and geographic location in which such Person or any of its Subsidiaries conducts its businesses (in which case only the incremental disproportionate impact may be taken into account).

“Merger Sub Shares” means the shares of common stock, par value $0.001 per share, of Merger Sub.

“MGO Affiliate” means (i) (A) any direct or indirect shareholder, member, general or limited partner or other equityholder of a MGO and after the Closing, Holdings, HMI or any of its Subsidiaries and (B) any past, present or future director, officer, employee, incorporator, manager, controlling person, affiliate, subsidiary, portfolio company or Representative of, and any financing source or lender to, (1) MGO, (2) after the Closing, Holdings or its Subsidiaries (including the HMI Companies and their respective Subsidiaries) or (3) any person referred to in the foregoing clause (i)(A) or (ii) any of their respective heirs, executors, administrators, successors or assigns. MGO on behalf of itself.

“MGO Charter” means the Amended and Restated Certificate of Incorporation of MGO dated August 29, 2022, as the same may be amended or modified from time to time after the date hereof.

“MGO Common Stock” means the common stock, par value $0.00001 per share, of MGO.

“MGO Confidential Information” means all confidential or proprietary documents and information concerning MGO or any of its Representatives; provided, however, that MGO Confidential Information shall not include any information which, at the time of the disclosure to HMI, Holdings, the HMI Shareholders or any of their respective Affiliates or Representatives, (a) was generally available publicly and was not disclosed in breach of this Agreement or (b) was previously known by such receiving Party without violation of Law or any confidentiality obligation by the Person receiving such MGO Confidential Information. For the avoidance of doubt, from and after the Closing, MGO Confidential Information will include the confidential or proprietary information of the HMI Companies.

“MGO Equity Awards” means, collectively, the MGO Restricted Stock, MGO Restricted Stock Units and the MGO Options.

“MGO Equity Plan” means MGO’s 2022 Equity Incentive Plan, as amended and restated from time to time.

“MGO Fundamental Warranties” means the warranties contained in Section 4.1 (Organization and Standing), Section 4.2 (Authorization; Binding Agreement), Section 4.12 (Litigation), Section 4.16 (Material Contracts), Section 4.19 (Finders and Brokers) and Section 4.23 (No Undisclosed Liabilities).

“MGO Licensed Intellectual Property” means all Intellectual Property owned by a Third Party and licensed or sublicensed to either MGO or a MGO Subsidiary or for which MGO or any MGO Subsidiary has obtained a covenant not to be sued.

“MGO Merger Consideration” means one Holdings Common Share.

“MGO Options” means each outstanding option granted under the MGO Equity Plan.

“MGO Outstanding Shares” means the total number of shares of MGO Common Stock outstanding immediately prior to the Merger Effective Time on a fully diluted and as-converted basis and assuming, without limitation or duplication, (i) the exercise of each MGO Option, MGO Restricted Stock Unit and any other security issued under the MGO Equity Plan outstanding immediately prior to the Merger Effective Time (including, for the avoidance of doubt, any unvested MGO Options, MGO Restricted Stock Units or other security issued under the MGO Equity Plan accelerated in connection with or anticipation of the Closing), and (ii) the issuance of shares of MGO Common Stock in respect of all other options, restricted stock units, warrants, rights or convertible securities (inclusive of debt, preferred or minority interests) to receive such shares that will be outstanding immediately after the Closing, provided that as of the date of this Agreement MGO has no MGO Shares held in treasury and no such treasury shares would be deemed MGO Outstanding Shares for purposes of this Agreement.

“MGO Owned IP” means all Intellectual Property owned or purported to be owned by MGO or any MGO Subsidiary.

“MGO Preferred Stock” means the preferred stock, par value $0.00001 per share, of MGO.

“MGO Restricted Stock” means each outstanding restricted stock award granted under the MGO Equity Plan.

“MGO Restricted Stock Units” means each outstanding restricted stock unit granted under the MGO Equity Plan.

“MGO Securities” means, collectively, the MGO Shares, the MGO Restricted Stock, the MGO Restricted Stock Units, the MGO Options and any warrants to purchase MGO Shares

“MGO Shares” means the shares of MGO Common Stock.

“MGO Subsidiary” means MGO Team 1 LLC, MGO Digital LLC and Americana Liberty LLC.

“MGO Transaction Expenses” means the aggregate amount of all fees, costs and expenses (whether or not yet invoiced) that have been incurred prior to the Closing by or on behalf of MGO and that MGO has agreed to pay or is otherwise liable for (including, if applicable, fees, costs and expenses of the managers, directors, officers, employees and consultants of MGO that MGO has agreed to pay or is otherwise liable for) in connection with the negotiation, execution, performance or consummation of this Agreement and the Ancillary Documents and the Transactions and that constitute fees, costs and expenses of third-party counsel, advisors, brokers, finders, consultants, investment bankers, accountants, auditors and experts as well as one-half of the costs and expenses incurred by Holdings in preparing and filing the Registration Statement, including SEC filing fees and the expenses of the financial printer..

“Nasdaq” means the Nasdaq Capital Market LLC.

“Order” means any order, decree, ruling, judgment, injunction, writ, binding determination or decision, verdict or judicial award that is or has been entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“Organizational Documents” means, with respect to any Person, its articles of incorporation and bylaws, memorandum and articles of association or similar organizational documents, in each case, as amended (including, solely with respect to Holdings, the shareholders’ agreement among the HMI Shareholders and Holdings).

“Patents” means any patents, utility models, and applications therefor (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof).

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

“Permits” means all federal, state, local or foreign permits, grants, easements, Consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders issued by or filed with any Governmental Authority.

“Permitted Capital Raises” means the offer and sale by MGO of MGO Shares having an aggregate price to the public of up to $6,000,000, the amount and form of transaction for each such capital raise to be determined by MGO in its sole discretion and each such capital raise to be consummated prior to the Closing on such terms and conditions as determined by MGO in its sole discretion; provided, that any capital raise shall not be a Permitted Capital Raise if immediately following such capital raise the MGO Principals would own MGO Shares representing less than 50.1% of the total issued and outstanding MGO Shares as of Record Date.

“Permitted Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not yet due and payable or (ii) being contested in good faith and by appropriate proceedings, and for which adequate reserves have been established in accordance with U.S. GAAP, IFRS or other applicable accounting principles with respect thereto, (b) Liens imposed by operation of Law or non-monetary encumbrances that would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Liens incurred, pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance and other social security legislation, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (e) Liens arising under this Agreement or any Ancillary Document, (f) such imperfections of title, easements, covenants, encumbrances, Liens, or other similar restrictions on real property that would not be reasonably expected to materially impair the current use or operations of the business of the HMI Companies or any assets that are subject thereto, (g) materialmen’s, mechanic’s, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s and other similar Liens, or deposits to obtain the release of such Liens, (h) restrictions on the transfer of securities imposed by applicable securities Laws, (i) zoning, building, land use, entitlement, conservation restrictions or other similar restrictions on real property, including rights of way and similar encumbrances identified on any surveys, and other land use and environmental regulations promulgated by Governmental Authorities, (j) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety, indemnity and appeal bonds, performance and fiduciary bonds and other obligations of a like nature, in each case in the ordinary course of business, (k) non-exclusive licenses (or sublicenses) of Intellectual Property owned by the HMI Companies granted in the ordinary course of business, (l) any (i) statutory Liens in favor of any lessor or landlord, (ii) Liens set forth in leases, subleases, easements, licenses, rights of use, rights to access and rights-of-way or (iii) Liens benefiting or encumbering any superior estate, right or interest, (m) any Liens that are discharged or released at or prior to the Closing, (n) any purchase money Liens, equipment leases or similar financing arrangements, (o) the rights of lessors under leasehold interests, (p) Liens specifically identified on the consolidated balance sheet of the HMI Companies, (q) Liens set forth on Section 6.15 of HMI Disclosure Schedules or (r) Permitted Vessel Liens.

“Permitted Vessel Liens” means any of the following to the extent arising and from time to time discharged in the ordinary course of business consistent with past practice: (i) Liens for crew wages (including without limitation wages of the master of the Vessel), (ii) Liens for general average and salvage, (iii) Liens for necessaries provided to the Vessel, so long as such Liens do not secure amounts more than 30 days overdue, (iv) Liens arising by operation of law in the ordinary course of business in operating, maintaining or repairing the Vessel, so long as such Liens do not secure amounts more than 30 days overdue, and (v) Liens for claims, loss, damage or expense which are fully covered by insurance, subject to applicable deductibles, or in respect of which a bond or other security has been posted with the appropriate court or other tribunal to prevent the arrest or secure the release of a vessel from arrest; provided that such Permitted Vessel Liens do not, individually or in the aggregate, materially detract from the value of the vessel or materially impair the use thereof in the operation of the vessel.

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), company, limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Personal Data” means (a) any information relating to an identified or identifiable natural person or that is reasonable capable of being used to identify a natural person or (b) any piece of information considered “personally identifiable information”, “personal information”, “personal data” or other comparable term under applicable Data Protection Laws.

“Personal Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

“Proceedings” means all actions, suits, claims, hearings, arbitrations, litigations, mediations, audits, investigations, examinations, injunctions, orders, ships arrest, interim measures, or other similar proceedings, in each case, by or before any Governmental Entity or arbitral tribunal.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, deposit, disposal, discharge, dispersal, escaping, dumping, or leaching into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata).

“Remedial Action” means all actions required by Environmental Law to (a) clean up, remove, treat, or in any other way address any Release of Hazardous Material, (b) prevent the Release of any Hazardous Material so it does not substantially endanger or threaten to substantially endanger public health or welfare or the environment, (c) perform pre-remedial studies and investigations or post-remedial monitoring and care or (d) correct a condition of material noncompliance with Environmental Laws.

“Representatives” means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person or its Affiliates.

“Requisite Vote” means the approval of at least a majority of the outstanding shares of MGO Common Stock that are entitled to vote at the Special Shareholders Meeting as of the record date present, in person or by proxy, and voting at the Special Shareholders Meeting.

“SEC” means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholders’ Agreement” means the shareholders’ agreement relating to HMI dated January 3, 2022.

“SOX” means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“Subsidiary” means, with respect to any Person, any corporation, company, partnership, association or other business entity of which (a) if a corporation or company, a majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.

“Tax Return” means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

“Taxes” means any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts, license, payroll, recapture, net worth, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, capital stock, ad valorem, Value Added Tax, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, escheat, unclaimed property, sales, use, transfer, registration, governmental charges, duties, levies, alternative or add-on minimum, estimated and other similar charges imposed by a Governmental Authority, and including any interest, penalty, or addition thereto, whether disputed or not.

“Third Party” means any Person, including as defined in Section 13(d) of the Exchange Act, other than (a) HMI or the HMI Subsidiaries or (b) MGO or the MGO Subsidiaries, or any of their respective Affiliates.

“Trade Secrets” means any trade secrets, and any other intellectual property rights arising under applicable Law, in confidential or proprietary information, concepts, ideas, designs, research or development information, processes, procedures, techniques, formulae technical information, specifications, methods, know-how, data, discoveries, and inventions (but excluding any Patents or Copyrights therein).

“Trademarks” means any trademarks, service marks, trade dress, trade names, brand names, designs, logos, or corporate names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications for registration and renewal thereof.

“Trading Day” means, with respect to any security, any day on which that security is actually traded on Nasdaq (or any exchange on which that security is then listed).

“Treasury Regulations” means the regulations (including temporary and proposed) promulgated by the U.S. Department of the Treasury pursuant to and in respect of provisions of the Code.

“U.S. GAAP” means generally accepted accounting principles as in effect in the United States of America.

“Value Added Tax” means value added tax or any similar, replacement or additional tax.

14.2 Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section as set forth below adjacent to such terms:

[Signature Pages Follow]

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

Schedule 1

HMI Shareholders

Schedule 2

MGO Principals

Exhibit A

Form of Voting and Support Agreement

Exhibit B

Form of Lock-Up/Leak-Out Agreement

Exhibit 10.1

EXECUTION VERSION

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is dated as of June 18, 2024, by and between Heidmar Maritime Holdings Corp., an incorporated company organized and existing under the laws of the Marshall Islands (“Holdings”), MGO Global Inc., a Delaware corporation (the “Company”`) and [●], an individual (the “Shareholder”). Each of Holdings and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, Holdings, Heidmar Inc. (“HMI”), HMR Merger Sub Inc., a Delaware corporation (“Merger Sub”), certain shareholders of HMI and the Company entered into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended or modified from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a wholly owned Subsidiary of Holdings, and each issued and outstanding share of common stock of the Company, par value $0.00001 per share (the “Company Shares”), shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive one share of common stock of Holdings, par value $0.01 per share (“MGO Merger Consideration”), in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement;

WHEREAS, the Shareholder is the record and beneficial owner of the number of Company Shares set forth on Schedule A hereto (the “Owned Shares”, and together with any other Company Shares that the Shareholder acquires record and beneficial ownership after the date hereof, collectively, the “Subject Company Shares”); and

WHEREAS, in consideration for the benefits to be received by the Shareholder under the terms of the Business Combination Agreement and as a material inducement to Holdings, HMI and Merger Sub agreeing to enter into and consummate the transactions contemplated by the Business Combination Agreement, the Shareholder desires to enter into this Agreement and to be bound by the agreements, covenants and obligations contained in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows.

1. Company Shareholder Consent and Related Matters.

(a) As promptly as reasonably practicable and in any event within two Business Days following the date on which the Registration Statement is declared effective under the Securities Act, the Shareholder, in the Shareholder’s capacity as a stockholder of the Company, shall duly execute and deliver to the Company and Holdings the Company Shareholder Written Consent under which the Shareholder shall irrevocably and unconditionally consent with respect to the Subject Company Shares to the adoption and approval of the Business Combination Agreement and the transactions contemplated thereby (including the Merger). Without limiting the generality of the foregoing, (i) prior to the Closing the Shareholder shall vote (or cause to be voted) the Subject Company Shares in favor of and/or consent to any such other matters, actions or proposals necessary or reasonably requested by the Company or Holdings for consummation of the Merger or the other transactions contemplated by the Business Combination Agreement and (ii) prior to the Closing, the Shareholder shall not vote (or cause to be voted) and shall withhold consent with respect to (x) any Alternative Transaction or any proposal or offer that constitutes or could reasonably be expected to lead to an Alternative Transaction or (y) any other matter, action or proposal that would reasonably be expected to result in: (I) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (II) a failure to satisfy any of the conditions to the Closing set forth in Sections 10.1 and 10.2 of the Business Combination Agreement not being satisfied; provided, that nothing in this Agreement shall preclude the Shareholder from exercising full power and authority to vote the Subject Company Shares in the Shareholder’s sole discretion for or against, and the proxy granted pursuant to this Agreement shall not cover, any proposal submitted to a vote of the stockholders of the Company (1) that decreases the amount or changes the form of the consideration payable to the Shareholder or (2) that imposes any material restrictions or additional conditions on the consummation of the Merger or the payment of the Holdings Common Shares to the Shareholder, in the case of either clause (1) or (2), not contemplated by the Business Combination Agreement or the Ancillary Documents.

(b) Without limiting any other rights or remedies of Holdings, the Shareholder hereby irrevocably appoints the Company or any officer of the Company designated by the Company as the Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of the Shareholder:

(i) to attend on behalf of the Shareholder any meeting of the Company Shareholders with respect to the matters described in Section 1(a),

(ii) to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Shareholders and

(iii) to vote (or cause to be voted), or deliver a written consent (or withhold consent)

with respect to, the Subject Company Shares on the matters specified in, and in accordance and consistent with, Section 1(a) in connection with any meeting of the Company Shareholders or any action by written consent by the Company Shareholders, in each case, in the event that the Shareholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a).

(c) The proxy granted by the Shareholder pursuant to Section 1(a) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for Holdings entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Shareholder pursuant to Section 1(a) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Shareholder and shall revoke any and all prior proxies granted by the Shareholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(a) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Shareholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a).

2. Other Covenants and Agreements.

(a) The Shareholder agrees that the Shareholder shall (i) be bound by and subject to Section 8.18 (Public Announcements) and Section 8.19 (Confidential Information) of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement, as if the Shareholder is directly party thereto and (ii) not, directly or indirectly, take any action that the Company is prohibited from taking pursuant to Section 8.11 (Exclusivity) of the Business Combination Agreement.

(b) The Shareholder acknowledges and agrees that Holdings, HMI and Merger Sub are entering into the Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Holdings and the other parties would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents.

3. Shareholder Representations and Warranties. The Shareholder represents and warrants to Holdings as follows.

(a) If the Shareholder is an entity, the Shareholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable).

(b) The Shareholder has, if the Shareholder is an entity, the requisite corporate, limited liability company or other similar power and authority, and if the Shareholder is a person, the capacity, right and authority, to execute and deliver this Agreement, to perform the Shareholder’s covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. If the Shareholder is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid, legal and binding agreement of the Shareholder (assuming that this Agreement is duly authorized, executed and delivered by Holdings), enforceable against the Shareholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Shareholder with respect to the Shareholder’s execution, delivery or performance of his, her or its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not materially adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of the Shareholder’s covenants, agreements or obligations hereunder in any material respect.

(d) None of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of the Shareholder’s covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) to the extent Shareholder is in an entity, result in any breach of any provision of the Shareholder’s governing documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any contract to which the Shareholder is a party, (iii) violate, or constitute a breach under, any order or applicable law to which the Shareholder or any of the Shareholder’s properties or assets are bound or (iv) result in the creation of any lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not materially adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of the Shareholder’s covenants, agreements or obligations hereunder in any material respect.

(e) The Shareholder is the record and beneficial owner of the Owned Shares and has valid, good and marketable title to the Owned Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law ). Except for the securities of the Company set forth on Schedule A hereto, together with any other securities of the Company that the Shareholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to or acquired in accordance with Section 8.3(b)(ii) or (iii) of the Business Combination Agreement, the Shareholder does not own, beneficially or of record, any securities of Company or have the right to acquire any securities of the Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Owned Shares and, except for this Agreement and the Business Combination Agreement, the Shareholder is not party to or bound by (i) any option, warrant, purchase right, or other contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to transfer any of the Subject Company Shares or (ii) any voting trust, proxy or other contract with respect to the voting or transfer of any of the Subject Company Shares that would adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of the Shareholder’s covenants, agreements or obligations hereunder in any material respect.

(f) There is no Proceeding pending or, to the Shareholder’s actual knowledge, threatened in writing against or involving the Shareholder or any of the Shareholder’s affiliates that, if adversely decided or resolved, would reasonably be expected to materially adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.

(g) The Shareholder, on the Shareholder’s own behalf and on behalf of the Shareholder’s Representatives, acknowledges, represents, warrants and agrees that (i) the Shareholder has conducted the Shareholder’s own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, HMI and Holdings and the transactions contemplated by this Agreement, the Business Combination Agreement and the other Ancillary Documents to which the Shareholder is or will be a party and (ii) the Shareholder has been furnished with or given access to such documents and information about the HMI and Holdings, their respective businesses and operations, and the transactions contemplated by this Agreement, the Business Combination Agreement and the other Ancillary Documents to which the Shareholder is or will be a party as the Shareholder and the Shareholder’s Representatives have deemed necessary to enable the Shareholder to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which the Shareholder is or will be a party and the transactions contemplated hereby and thereby.

(h) In entering into this Agreement and the other Ancillary Documents to which the Shareholder is or will be a party, the Shareholder has relied solely on the Shareholder’s own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which the Shareholder is or will be a party and no other representations or warranties of HMI, Holdings, the HMI Subsidiaries or the HMI Shareholders (including, for the avoidance of doubt, none of the representations or warranties of any of them set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and the Shareholder, on the Shareholder’s own behalf and on behalf of the Shareholder’s Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which the Shareholder is or will be a party, none of HMI, Holdings, the HMI Subsidiaries or the HMI Shareholders or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.

4. Transfer of Subject Company Shares. Except as expressly contemplated by the Business Combination Agreement or with the prior written consent of Holdings (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Shareholder agrees not to (a) Transfer any of the Subject Company Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares, or (c) enter into any Contract to take, or cause to be taken, any of the actions set forth in clauses (a) or (b); provided, that the foregoing shall not apply to any Transfer (w) to any Affiliates of the Shareholder; (x) in the case of an individual, by gift to a member of one of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such person; (y) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; and (z) by virtue of the Shareholder’s organizational documents upon liquidation or dissolution of the Shareholder; provided, that Shareholder shall, and shall cause any transferee of any Transfer of the type set forth in clauses (w) through (y), to enter into a written agreement in form and substance reasonably satisfactory to Holdings, agreeing to be bound by this Agreement (which will include, for the avoidance of doubt, all of the covenants, agreements and obligations of the Shareholder hereunder and the making of all the representations and warranties of the Shareholder set forth in Section 3 with respect to such transferee and the Shareholder’s Subject Company Shares received upon such Transfer, as applicable) prior and as a condition to the occurrence of such Transfer. For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or encumbrance in or disposition of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

5. Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) the Effective Time or (b) the termination of the Business Combination Agreement prior to the Closing in accordance with its terms. Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Agreement shall not relieve the Shareholder from liability for fraud prior to such termination. Section 2(a) and Sections 5 to 12 of this Agreement shall survive the termination of this Agreement.

6. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) the Shareholder makes no agreement or understanding herein in any capacity other than in such Shareholder’s capacity as a record holder and beneficial owner of the Subject Company Shares, and not in such Shareholder’s capacity as a director, officer or employee of the Company or any subsidiary of the Company or in such Shareholder’s capacity as a trustee or fiduciary of any MGO Benefit Plan, as applicable and (b) nothing herein will be construed to limit or affect any action or inaction by such Shareholder or any representative of such Shareholder serving as a member of the board of directors of or as an officer, employee or fiduciary of the Company or any subsidiary of the Company, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of the Company such subsidiary of the Company.

7. No Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and except for claims based on or for fraud, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against the Company or any MGO Affiliate (other than the Shareholder named as a party hereto, on the terms and subject to the conditions set forth herein) or any HMI Affiliate, and (b) none of the Company, any Company Affiliate (other than the Shareholder named as a party hereto, on the terms and subject to the conditions set forth herein) or any HMI Affiliate shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement, except, in each case, as provided herein.

8. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) (i) by delivery in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an “error” or similar message that such email was not received by such intended recipient)), or (iii) by nationally recognized overnight delivery service to the other Parties as follows:

If to Holdings, to:

Heidmar Maritime Holdings Corp

Akti Miaouli 89

Piraeus

18538, Greece

Attn: Pankaj Khanna

Email: pankaj.khanna@heidmar.com

with a copy to:

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Attention: Keith Billotti

Email: billotti@sewkis.com

If to the Company, to:

MGO Global Inc.

1515 SE 17th Street, Suite 121/#460236

Fort Lauderdale, FL 33346

Attention: Maximiliano Ojeda

Email: mgo@mgoteam.com

with a copy to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, New York 10036

Attn: Ross D. Carmel; Jeffrey P. Wofford

Email: rcarmel@srfc.law; jwofford@srfc.law

If to the Shareholder: to the address set forth on the signature page hereto.

Any party hereto my update the addresses for notices above by delivery of a written notice to such effect provided in accordance with this section.

9. Entire Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this Agreement.

10. Amendments and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Shareholder and Holdings. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by any Party without Holdings’ prior written consent (in the case of the Shareholder) and the Shareholder’s written consent (in the case of Holdings), in each case, to be withheld or given in its sole discretion. Any attempted assignment of this Agreement not in accordance with the terms of this Section 10 shall be void.

11. Fees and Expenses. Without limiting Holdings’ rights under the Business Combination Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses.

12. Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that either Party does not perform such Party’s respective obligations under the provisions of this Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that such Party will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

13. Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties as partners or participants in a joint venture.

14. No Ownership Interest. Nothing contained in this Agreement will be deemed to vest in Holdings any direct or indirect ownership or incidents of ownership of or with respect to the Subject Company Shares. All rights, ownership and economic benefits of and relating to the Subject Company Shares shall remain vested in and belong to Shareholder, and Holdings shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of Company or exercise any power or authority to direct Shareholder in the voting of any of the Subject Company Shares, except as otherwise provided herein with respect to the Subject Company Shares. Without limiting the foregoing, nothing in this Agreement shall obligate or require the Shareholder to exercise an option to purchase any Company Shares.

15. Acknowledgements. The Parties each acknowledge that (a) Seward & Kissel LLP, counsel for Holdings, is representing Holdings in connection with this Agreement, the Business Combination Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby and (b) Seward & Kissel LLP is not representing the Shareholder in connection with this Agreement, the Merger, the Business Combination Agreement, the Ancillary Document or the transactions contemplated hereby, thereby or otherwise. The Shareholder acknowledges that such Shareholder has had the opportunity to consult with such Shareholder’s own counsel.

16. Construction; Miscellaneous. Sections 13.4, 13.5, 13.7, 13.11, 13.12, and 13.13 of the Business Combination Agreement shall apply to this agreement, mutatis mutandis.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have executed and delivered this Voting and Support Agreement as of the date first above written.

[Signature page to Voting and Support Agreement]

IN WITNESS WHEREOF, the Parties have executed and delivered this Voting and Support Agreement as of the date first above written.

[Signature page to Voting and Support Agreement]

IN WITNESS WHEREOF, the Parties have executed and delivered this Voting and Support Agreement as of the date first above written.

[Signature page to Voting and Support Agreement]

SCHEDULE A

Exhibit 10.2

EXHIBIT B

FORM OF LOCK-UP/LEAK-OUT AGREEMENT

THIS LOCK-UP/LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024 between (i) Heidmar Maritime Holdings Corp., a company organized and existing under the laws of Marshall Islands (“Holdings”), and (ii) the undersigned (the “Holder”). Holdings and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, MGO Global, Inc., a Delaware corporation (“MGO”), Holdings, HMR Merger Sub Inc., a Delaware corporation (“Merger Sub”) and Heidmar Inc., a company organized and existing under the laws of Marshall Islands (“Heidmar”), among others, entered into a business combination agreement, dated June [●], 2024 (the “Business Combination Agreement”), pursuant to which the parties thereto shall consummate a series of transactions, including (a) the merger of Merger Sub with and into MGO, with MGO surviving the merger as a wholly owned subsidiary of Holdings, (b) the acquisition by Holdings of all of the outstanding equity interests of Heidmar, and (c) the issuance, as consideration for the merger in (a) and the acquisition in (b) of common shares, $0.01 par value, of Holdings (“Holdings Common Shares”) to the shareholders of MGO and Heidmar, including the Holder.

WHEREAS, pursuant to the Business Combination Agreement, and in view of the valuable consideration to be received by the Holder thereunder, Holdings and the Holder desire to enter into this Agreement, pursuant to which the Holder will agree to subject the Holdings Common Shares that the Holder will receive pursuant to the Business Combination Agreement, including any Earnout Shares (together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”), to limitations on disposition as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below, and intending to be legally bound hereby, the Parties hereby agree as follows.

1. Lock-Up Provisions.

(a) Subject to Section 1(b) and the other terms of this Agreement, Holder agrees that it shall not effectuate a Transfer of the Restricted Securities that are held by the Holder during the period commencing on the Closing Date and ending on the earlier of (i) 120 days after the Closing Date, or (ii) the date on which Holdings completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of Holdings’ stockholders having the right to exchange their Holdings Common Shares for cash, securities or other property (in each case, the “Lock-Up Period”).

(b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted:

(i) to Holdings, Holdings’ officers or directors or any Affiliates or immediate family members of any of Holdings’ officers or directors;

(ii) in the case of a Holder that is not an individual, to the shareholders, limited partners or members of the Holder;

(iii) in the case of a Holder that is not an individual, by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder; (iv) in the case of a Holder that is an individual, by gift to a member of the Holder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is one or more member of the Holder’s immediate family, an Affiliate of such person or to a charitable organization;

(v) in the case of a Holder that is an individual, by virtue of the laws of descent and distribution upon death of that individual;

(vi) in the case of a Holder that is an individual, pursuant to a qualified domestic relations order or in connection with a divorce settlement;

(vii) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Common Shares (whether on a cashless basis or on another basis) to the extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to the provisions of this Agreement;

(viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements;

(ix) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof (provided, that neither the Holder nor the transferee shall be required to disclose such arrangement in a public filing with the SEC during the Lock-Up Period);

(x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder Transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder; and

(xi) in connection with a Transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other similar transaction made to all holders of Holdings Common Shares involving a change of control of Holdings or which results in all of the holders of Holdings Common Shares having the right to exchange their Holdings Common Shares for cash, securities or other property subsequent to the consummation of such transaction;

provided, that in each of clauses (i) through (xi), the transferee must enter into a written agreement in substantially the same form of this Agreement, agreeing to be bound by the terms of this Agreement (unless the transferee is Holdings). If Holdings declares a dividend payable on the Holder’s Restricted Securities in Holdings Common Shares, those shares received as dividends will also be Restricted Securities subject to the provisions of this Agreement. The undersigned also agrees and consents to the entry of stop transfer instructions with Holding’s transfer agent and registrar against the transfer of Restricted Shares held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions.

(c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period.

(d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) may be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP/LEAK-OUT AGREEMENT, DATED [●], 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(e) For the avoidance of any doubt, the Holder shall retain all of its rights as a shareholder of Holdings with respect to the Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Restricted Securities.

2. Leak-Out Provisions. Notwithstanding the restrictions set forth in Section 1(a), the Holder may Transfer Restricted Securities under each of the following circumstances.

(a) Commencing on the first Trading Day after the end of the Lock-Up Period and ending 60 days thereafter, , the Holder’s sales of Restricted Shares on the open market on any single Trading Day shall not exceed a number of Restricted Securities equal to the product of (i) 10% of the trading volume of the Holdings Common Shares for the previous Trading Day, as reported by Bloomberg, times (ii) the ratio of the number of the Holder’s Closing Date Securities, divided by the number of Closing Date Securities for all Holders.

(b) From and after the first day on which, subsequent to the Closing Date, the last reported sale price of Holdings Common Shares on Nasdaq equals or exceeds $2.29 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 10 Trading Days within any 30-Trading Day period, the Holder may Transfer, without restriction, up to 25% of the Restricted Securities held by the Holder on that date.

3. Defined Terms.

(a) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

(b) “Closing Date Securities” means, for any Holder, the number of Restricted Securities received by that Holder pursuant to Section 1.6 or Section 2.2 of the Business Combination Agreement, including, for the avoidance of doubt, any Earnout Shares received during the Lock-Up Period.

(c) “Family Member” shall mean the spouse of the undersigned, an immediate family member of the undersigned or an immediate family member of the undersigned’s spouse, in each case living in the undersigned’s household or whose principal residence is the undersigned’s household (regardless of whether such spouse or family member may at the time be living elsewhere due to educational activities, health care treatment, military service, temporary internship or employment or otherwise). “Immediate family member” as used above shall have the meaning set forth in Rule 16a-1(e) under the Exchange Act.

(d) “Holder” means, in addition to the undersigned, any Family Member or Affiliate.

(e) “Trading Day” means any day on which Holdings Common Shares are actually traded on Nasdaq (or the exchange on which Holdings Common Shares are then listed).

(f) “Transfer” shall mean the (i) sale of, offer to sell, contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), lend, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, effect a short sale, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

4. Miscellaneous.

(a) Effective Date. This Agreement shall become effective upon the Closing on the Closing Date.

(b) Termination. This Agreement shall automatically terminate on the earlier of (i) the expiration of the Lock-Up Period and (ii) the termination of the Business Combination Agreement in accordance with its terms, and, in each case thereafter, all rights and obligations of the Parties hereunder shall be of no further force or effect.

(c) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure solely to the benefit of the Parties hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the Parties. Any assignment without such consent shall be null and void; provided, that no such assignment shall relieve the assigning Party of its obligations hereunder.

(d) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

(e) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each 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, (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 jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(f) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION .

(g) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “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”; (iii) 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; and (iv) the term “or” means “and/or”. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(h) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (a) in person, (b) by e-mail (without receiving notice of non-receipt or other “bounce-back”), (c) by reputable, nationally recognized overnight courier service or (d) by registered or certified mail, pre-paid and return receipt requested; provided, however, that notice given pursuant to clauses (c) and (d) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (without receiving notice of non-receipt or other “bounce-back”); in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

(i) Amendments and Waivers. This Agreement may be amended, supplemented, modified or waived only by execution of a written instrument signed by each of the Parties. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(j) Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(k) 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. The Parties further agree that each party shall be entitled to seek specific performance of the terms hereof and immediate injunctive relief and other equitable relief to prevent breaches, or threatened breaches, of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity.

(l) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly superseded; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the Parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights, remedies or obligations of the Parties under any other agreement between the Holder and Holdings or any certificate or instrument executed by the Holder in favor of Holdings, and nothing in any other agreement, certificate or instrument shall limit any of the rights, remedies or obligations of the Parties under this Agreement.

(m) Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(n) Counterparts; Facsimile. This Agreement may be executed and delivered (including by facsimile, email or other electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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

[Signature Page to Lock-Up/Leak Out Agreement]

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

[Signature Page to Lock-Up/Leak Out Agreement]

Exhibit 99.1

INFORMATION ABOUT HEIDMAR, HOLDINGS AND THE BUSINESS COMBINATION

Business of Heidmar

The below is an overview of Heidmar’s business and certain other information about Heidmar that may be relevant to investors. For purposes of this section the words “we,” “our,” “us,” “Heidmar” and the “Company” refers to Heidmar and its subsidiaries.

Overview

Heidmar is a global, asset-light tanker pool, commercial and technical management company incorporated under the laws of the Republic of the Marshall Islands and headquartered in Greece. Our registered and principal executive offices are located at 89 Akti Miaouli, Piraeus, Greece 18538, and our telephone number at that address is +30 216-002-4900.

Founded in 1984, Heidmar is a fast-growing tanker pool company engaged primarily in the commercial management and chartering of crude oil and refined petroleum product tankers. In 2023, tanker vessels commercially managed by Heidmar shipped 25.9 million tons of crude oil and 9.3 million tons of refined petroleum products. Heidmar has also recently expanded its business to offer pool management of dry bulk vessels and technical management. Heidmar operates through subsidiaries incorporated in the Marshall Islands, Singapore, United Kingdom, Dubai and Hong Kong, with planned expansion into Houston, which will allow Heidmar to piggyback on established tanker presence and infrastructure.

Heidmar’s primary lines of business currently include tanker pooling, commercial and asset management and time charters. Under Heidmar’s pool system, Heidmar contracts with vessel owners who elect to enter their vessels into one or more of Heidmar’s pools, each of which operates in a distinct vessel class. Each pool is organized under a respective Heidmar operational pool subsidiary. Once entered into a pool, Heidmar, through various operational subsidiaries, takes over commercial management and charters the vessel to customers mainly in the crude oil and refined petroleum business. In order to service its customers and investors as efficiently as possible, Heidmar has also developed the eFleetWatch® digital platform as part of its business strategy, which provides pool partners with access to all of the data that they require for their own reporting needs.

Heidmar currently operates four active tanker pools (each a “Heidmar Pool”) under the following wholly-owned, non-consolidated, subsidiaries: Dorado Tankers Pool Inc., Blue Fin Tankers Inc., Seadragon Tankers Inc., SeaLion Tankers Inc. Each Heidmar Pool operates vessels of a different class: the Dorado Pool manages medium-range (“MR”) tankers; the Blue Fin Pool manages Suezmax tankers; the Seadragon Pool manages very large crude carrier (“VLCC”) tankers and the SeaLion Pool manages Aframax and long-range 2 (“LR2”) tankers.

As of March 31, 2024, Heidmar commercially managed 62 vessels, under both pool agreements and commercial management agreements (“CMA”), with an aggregate capacity of approximately 8,621,054 million dwt. These include 14 VLCCs, 7 Suezmax tankers, 3 LR2 tankers, 15 MR tankers, 5 small tankers, 10 Aframax tankers and 8 bulk carriers. Heidmar’s managed vessels operate worldwide.

Heidmar’s operations take place substantially outside of the United States. Heidmar’s subsidiaries, therefore, manage vessels that may be affected by changes in foreign governments and other economic and political conditions. Heidmar’s managed vessels are mainly chartered to transport crude oil and its related refined petroleum products and drybulk cargo.

Heidmar is committed to providing quality transportation and commercial management services to all of its customers and to developing and maintaining long-term relationships with our suppliers, the owners of the vessels we manage, and the major charterers of tankers.

Our Business

Our principal focus is the management of vessels fitted for transportation of crude oil and other refined petroleum products and drybulk cargoes, with a business strategy primarily based upon the following principles and incentives:

Heidmar has performed successfully through numerous shipping cycles by adapting its business model to suit the changing requirements of the tanker shipping market. Heidmar has a diversified business model consisting of profitable charter operations and commercial management as well as profitable vessel trading operations. Commercial management generates stable and consistently growing fees and commissions while the trading business seeks to capitalize on time charter market opportunities. Heidmar’s dedicated people and state-of-the-art intellectual property operating and reporting systems provide high-quality and safe transportation of petroleum and petroleum products to customers on a worldwide basis.

We are also committed to development of our environmental, social and corporate governance principles, including complying with all environmental laws and regulations applicable to us, and will continue to focus on sustainable development and learning as our business grows.

Competitive Strengths

Heidmar Services

Tanker Pooling and Commercial Management

A pool consists of a group of vessels of similar types and sizes provided by various owners for the purpose of enabling a centralized pool operator to engage those vessels commercially. Pools employ experienced commercial charterers and operators who have close working relationships with customers and brokers. They market the pool as a single group of vessels, primarily in the spot market and for time charters, seeking to secure for the pool participants the highest commercially available earnings per vessel. A pool combines the net revenues of its vessels, with allocation of a participating vessel’s pool earnings based upon its relevant pool points as determined by the pool agreement.

The size and scope of pools enable them to achieve larger economies of scale and to have better negotiating power with procurement vendors (e.g., bunker suppliers, port agents, towing companies, etc.) leading to lower costs for these items. Pools also achieve geographic diversification by deploying their vessels in both Atlantic and Pacific markets while arbitraging from spread opportunities. The diversification in revenue streams due to typically broader shipping capabilities of pool fleet vessels and/or more accessible customer base, alongside payments to pool participants on a set schedule, can stabilize revenues for pool participants, though this may be offset by volatility in spot rates. Furthermore, due to their large fleets, pools can achieve higher utilization of the vessels. Pools also have higher market visibility, which provides them with opportunities not available to smaller tanker market participants. By being able to reduce costs and optimize revenues, pools aim to outperform the industry benchmark indices by utilizing their size and sophistication and improving utilization rates for participating vessels through various methods, including securing backhaul voyages and contracts of affreightment.

The vessels entered into the Heidmar Pools may operate either in the spot market or on time charters.

All Heidmar Pools function in a similar manner and with a structure that is attractive to pool participants. Each pool has an Executive Committee, which is comprised of representatives from each of the pool participants and one representative from Heidmar, to serve as general agent. The Committee meets at least twice a year to make strategic decisions on items such as the chartering of vessels out of the pool, changes in the pool formula and review of the pool’s budget and financial data, which require unanimous consent from existing members, changes in the pool point calculations (as described below) and the entry into long-term contracts. It also determines the benchmark against which the performance of the pool is measured. Except for the unanimous approval needed for new members, voting is allocated based on the number of vessels a member contributes to the pool, with one vote for each vessel contributed plus one vote assigned to the agent. In addition to the Executive Committee, a Technical Committee meets a minimum of once and up to twice per year to address issues such as vessel performance, vetting and other operational items.

Each vessel is time chartered to the pool after if it meets the pools’ quality standard or, if it is a new entrant to the tanker markets, after an entry inspection, which helps owners to earn oil company approvals. Revenue sharing is based on relative pool points contributed. A proprietary pool point system monetizes the commercial value of the different trading characteristics of the vessels. The pool point system also aligns the pool members’ interests. Heidmar charges a daily management fee and a commission on gross freight, demurrage, dead freight and miscellaneous revenues, which are included in the voyage expenses of the pool vessels. The net voyage earnings of each vessel represent contributions to the pool. Pool members receive their respective distribution of the pool contributions, based on the pool points of their respective vessels and the operating days their vessels contributed, net of the interest cost, G&A and insurance expenses incurred by the pool.

The Heidmar Pools generally offer a number of advantages to independent vessel owners as compared to operating a limited fleet of vessels in the spot market. Logistically, the large number of vessels provides greater opportunities for back-haul voyages and triangulation, which reduce ballast and positioning legs, thus increasing fleet utilization. The enhanced scale achieved by the Heidmar Pools enables Heidmar to gain long-term customers. The increased geographic scope and commercial responsiveness of a larger number of vessels provides the Heidmar pools with the ability to reposition replacement vessels in the event of delays. Furthermore, on the cost side, economies of scale are achieved in bunker purchasing, port and agent fees, and other voyage expenses.

Heidmar also offers its pool participants the following competitive advantages:

Several of the participating shipowners have been with Heidmar for over a decade and they share Heidmar’s commitment to quality, safety, and environmentally friendly service in the transportation of crude oil and petroleum products. As of the date of this report, the Heidmar Pools operated 34 vessels.

Outside of the Heidmar Pools, Heidmar and the Heidmar Subsidiaries also engage in commercial management agreements with numerous vessel owners. Under a CMA, Heidmar agrees to provide day-to-day commercial and operational management services for the vessel in accordance with the terms of the relevant CMA, including but not limited to fixing of voyage charters, promoting and marketing the vessel in the transportation of petroleum products, carrying out necessary communications with shippers, charterers and others involved with a vessel’s voyage and employment, issuing documents required under the terms of the vessel’s employment and coordinating with the vessel’s technical manager. Under a CMA, Heidmar or subsidiary receives a commission fee, typically equal to 1,25% of the gross freight, demurrage and charter hire obtained for the employment of the vessel, and a daily administration fee, typically between $200 and $350 per day for each day the vessel is under the commercial management of the manager. As of the date of this report, Heidmar managed 28 vessels under CMAs, the length of which range from two months to a year or even longer, depending upon the owner’s option.

Technical Management

On March 13, 2024, we entered into an agreement with Huwell Ship Management Ltd. (“Huwell”) for the sale and purchase of 100% of the share capital of Landbridge Ship Management (HK) Limited (“LSM”) for aggregate consideration of $800,000. LSM is a technical manager of vessels that managed three VLCCs at the time of the acquisition, with agreements signed for the management of two additional vessels that are to be handed over by the end of 2024.

Time Charters

In addition to Commercial Management, Heidmar also time charters vessels directly for its own account. This business is conducted primarily through Heidmar Investments LLC, a wholly-owned subsidiary, and by way of joint ventures. These vessels are subsequently sublet to Heidmar’s pools, and trade alongside the tonnage of the other pool members.

Time charters involve a charterer engaging a vessel for a set period of time. Time charter agreements may have extension options ranging from months, to sometimes, years and are therefore viewed as providing more predictable cash flows over the period of the engagement than may otherwise be attainable from other charter arrangements. The time charter party generally provides, among others, typical warranties regarding the speed and the performance of the vessel as well as owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws and war risks, and carry only lawful and non-hazardous cargo. Heidmar typically enters into time charters of an initial twelve months, with option by charterer for additional days, and in isolated cases on longer terms depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject to the owner’s protective restrictions. Under our time charter contracts, whereby our managed vessels are utilized by a charterer for a set duration of time, the charterer pays a fixed or floating daily hire rate and other compensation costs related to the contracts.

eFleetWatch® and Proprietary Technology

Established in the early 1990s, eFleetWatch® is Heidmar’s market-facing digital platform in the commercial management space and has been a pillar of Heidmar’s brand for over two decades, with over 18 years of in-house development. Through the platform, Heidmar provides pool partners with access to all of the data that they require for their own reporting and monitoring of their vessels. Pool partners are able to access information regarding the chartering of their vessels such as the name of the charterer and broker, the TCE, the vessel’s itinerary and its current cargo. eFleetWatch® also provides port agents, brokers and employees with tools to monitor, track and manage vessels on a real-time basis. The system empowers Heidmar’s chartering and operations staff with a proprietary inhouse vessel management capability. It is also the delivery mechanism for Heidmar’s pool reporting system where pool members can log-in and track their vessels’ real-time operating and financial performance and positioning. They can also download detailed monthly reports, which recap pool performance, discuss general market conditions and highlight recent developments in the appropriate tanker freight markets.

The platform is proficient in its stability, and offers transparent access to real-time updates and supports the important foundations of trust and transparency that our pool partners value, and that our relationships depend on.

Asset Management

We also intend to enter into the asset management services sector, and believe we will be able to provide investors with a convenient platform to invest in tanker or drybulk vessels by offering a wide range of customized services, including: identifying investment opportunities, sale and purchase services, vessel inspections, vessel assist financing, commercial management, technical management, vessel drydocking, and other accounting and professional services.

Heidmar believes its significant knowledge and experience in the maritime shipping industry will enable Heidmar to offer a unique insight on the investment process from start to finish, and we plan to expand these services amongst our current and new customers in the near future.

Focus on Fleet & Service Growth

Heidmar’s primary objective is to drive growth in the pool management business through strategic projects that add incremental vessels to its pools. Going forward, management believes that it can safely and profitably operate a fleet of approximately 85 vessels across our pools with the current infrastructure in place.

Heidmar intends to leverage and replicate its proven commercial management business, expand the number of vessels under management in each of the existing tanker pools and, where the potential exists, develop new pools across attractive vessel classes and cargo types worldwide, including dry bulk vessels. Increasing the number of vessels per pool not only enhances revenues but also minimizes volatility in earnings and drives operating leverage.

Heidmar believes it can further develop its charter operations by chartering-in incremental vessels at advantageous rates. Furthermore, by entering into additional new vessel classes, we believe we can achieve further diversification of our charter operations and can charter-in additional ships in various classes. Management believes it can continue to earn a meaningful spread to the spot market in its trading business and maintain best-in-class profitability. In addition, there are multiple other strategic aspects to growing the chartering operations:

Profitability & Risk Management

Heidmar has a diversified business model consisting of profitable charter operations and commercial management. Commercial Management generates stable and consistently growing commercial management fees and commissions. Conversely, the cash flows from Heidmar’s charter operations can be volatile and are dependent on the arbitrage between Heidmar pool returns, the time charter hire market and the availability of working capital. Heidmar’s robust performance in the pools and outperformance of the market and peers has helped drive the profitability of Heidmar’s charter operations.

In falling or soft freight markets, the pool structure augments Heidmar’s profitability as participation in the pool structure is higher, which ensures greater economies of scale, efficiencies and better performance of the pools. Conversely, in strong freight markets, the charter operations tend to be more profitable since Heidmar can earn an arbitrage between charter hires and the performance of the pools. As a result, Heidmar has succeeded through employing a diversified business model, to generate cash flow in both high and low markets.

Risk mitigants of our chartering business include:

Management of Operations

General Management

Overall responsibility for the oversight of the management of Heidmar rests with our management team, which consists of experienced and versatile professionals that can meet the needs of our business and daily operations. Mr. Pankaj Khanna, a veteran in the shipping industry and our Chief Executive Officer, has grown Heidmar’s commercial management from six vessels in 2020 to 62 vessels as of March 31, 2024. Mr. Khanna and our executive management personnel lead Heidmar’s global business with extensive industry connections and experience in the international shipping business with a focus on continuing to grow the business by expanding the number of vessels managed.

Daily Operations

Daily operation decisions relating to the conduct of Heidmar’s business, including managing its pools and charted vessels, are made by officers and employees under guidance and authority from Heidmar’s executive management in accordance with its governance framework.

Heidmar promotes a vibrant entrepreneurial environment and relies on dynamic executive, management and trading teams. The management teams have produced significant revenue growth and profitability for Heidmar. Heidmar has a strong, people-oriented culture that emphasizes integrity and transparency when serving the interests of all Heidmar stakeholders, from pool members to chartering customers and from employees to shareholders. Heidmar prides itself on its dedicated employees, at all organizational levels, which is evidenced by its low level of turnover over the long term. The outstanding management team has caused Heidmar to grow in size and to produce significant growth and profitability in challenging environments. As of the date of this report, Heidmar has approximately 46 employees based out of London, Greece, Singapore and Dubai.

Heidmar also relies on the agents, suppliers and other third parties it engages with to ensure smooth and continued operation of its managed vessels, including fuel procurement, vessel crewing, technical support, maintenance, repairs, dry dockings, maintaining required vetting approvals and ensuring compliance with certifications from the classification societies and all other applicable regulatory requirements.

Liquidity and Capital Resources

Heidmar enjoys a base level of cash flows from the pool management business, which requires little to no capital expenditures. We believe this puts Heidmar in a cash-generative position with relatively low risk. Heidmar’s primary objective is to achieve further growth through strategic projects that add incremental vessels to the pools, thereby improving the cash generation capabilities of Heidmar. Its strong balance sheet and no debt contribute to preserving Heidmar’s significant liquidity for the implementation of these strategic projects.

Heidmar also generates positive cash flow in its charter operations as a result of having four charter-in contracts (including three vessels under time charter contracts on Heidmar’s account and one vessel under syndication) at competitive levels. Included in these contracts are options to extend the time charter period. Heidmar’s charter operations over the long term have a consistent track record of positive results.

At the parent level, Heidmar retains no material indebtedness. At our subsidiary level, indebtedness includes loan facilities between Macquarie Bank Limited and each respective Heidmar Pool, with other Heidmar Subsidiaries acting only as agent (the “Pool Facilities”). Under our Pool Agreements, the costs of the Pool Facilities are passed through to the pool participants. Further, Heidmar incurs no liability under the Pool Facilities, and is fully indemnified by the pool and pool participants other than in the case of willful misconduct by Heidmar.

Customers and Suppliers

Heidmar’s depth of relationships with major oil companies allows Heidmar to provide its pool partners with access to a broad cargo base and perform fleet management of high scale and quality. The following list represents some of the global energy and commodities companies that charter vessels from the Heidmar Pools: Shell, Vitol, Trafigura, ExxonMobil, Emirates National Oil Company, U.A.E. (“ENOC”), Sinochem, ADNOC, BHP, ENI, Total, PTT, Bahri, LDC., Reliance, Glencore, Unipec, Equinor, Chevron Corporation and BP. Heidmar also maintains relationships with reliable suppliers including: Chevron Corporation, Vitol, Trafigura, Peninsula Pacific, Glencore, PetroChina Company Limited and NorthStar.

Pool Partners

Since its formation, Heidmar has been providing its partners with economies of scale and fleet management expertise. Several of the participating shipowners have been with Heidmar for over a decade and they share Heidmar’s commitment to quality, safety, and environmentally friendly service in the transportation of crude oil and petroleum products. The following represent certain shipping companies who currently operate under Heidmar’s pool operating structure: Capital Ship Management Corp., Landbridge, COSCO Shipping, Liquimar Tankers Management Services Inc., the Great Eastern Shipping Co. Ltd., GMS, Metrostar Management Corp., and Pro Tankers. Heidmar seeks to maintain strong, long-term cordial relationships with all pool partners.

Environmental, Social & Governance

Heidmar has integrated environmental, social and governance (“ESG”) policies into its internal process and operating philosophy. We believe that ESG principles are crucial to developing sustainable business that deliver long-term value for our partners and society. ESG is rising in prominence due to changes in public sentiment, values and behavior, impacts on financial value, climate change risks and increasing of opportunities in sustainable investing. Companies in our industry are called to respond to the new requirements related to ESG factors, measuring the impact of their activities and adapt the way they operate to meet industry’s goals and targets. We seek to apply ESG policies in all aspects of our business and are committed to being a trusted partner to the communities we serve.

Heidmar has three main areas of focus in demonstrating our commitment to ESG policies while operating our business. Our primary focus is on regulatory compliance; Heidmar has strict and clear polices to remain within regulatory compliance. The second area of focus is our constant effort to understand the external changes that will inevitably impact our business in the future and our persistent effort to build strong relationships with our partners. Lastly, we also focus on “resilience.” Heidmar monitors the changes in external factors which can apply pressure on our sustainability and seeks to minimize risks and discover new opportunities in achieving sustainability.

Environmental

As a fast growing tanker pool company, engaged primarily in the commercial management and chartering of oil and product tankers, Heidmar follows a ‘zero harm to people and the environment’ safety culture. We believe that tomorrow’s success will derive through sustainable development and learning. As such, environmental management best practices are a commitment we are promoting and adhering to.

We endeavor to comply with all relevant environmental legislation, building on the continuous awareness at all levels within Heidmar. Heidmar is committed in meeting initiatives that will prevent pollution, decarbonize shipping in line with International Maritime Organization (“IMO”)/European Union regulations and ensure environmentally sound practices off and on shore. To achieve this we are:

Social

We are committed to social responsibility. Heidmar strives to foster an environment of diversity and inclusion, with a focus on empowering women and minorities, operating ethically and supporting the local communities.

Our responsibility is to ensure that our personnel, their families and the community are safe in the knowledge that the business culture we endeavor to cultivate is based on shared values: honesty, integrity, respect and an appreciation of all beliefs & backgrounds. We believe this positive culture, with inclusive leadership teams is crucial to successful delivery of our services.

Governance

Heidmar values its reputation for ethical behavior and financial integrity and reliability.

We are committed to maintaining the highest standards of ethics and compliance with all relevant laws wherever we do business including those related to anti-bribery and corruption.

We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption. All of our directors, officers and employees are strictly prohibited from offering, paying, soliciting or accepting bribes or kickbacks. We also maintain strong whistleblowing and anti-bribery policies and a general code of business conduct that encourages transparency and protects the people coming forward.

It is our policy to conduct all of our business in an honest and ethical manner. To achieve this, we:

Seasonality

Historically, oil trade and, therefore, charter rates have increased in the winter months and eased in the summer months as demand for oil and oil products in the Northern Hemisphere rose in colder weather and fell in warmer weather. The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than a decade ago as new uses for oil and oil products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles.

Competition

The market for international seaborne crude and oil products transportation services is highly fragmented and competitive. Seaborne oil transportation services are generally provided by two main types of operators: major oil company captive fleets (both private and state-owned) and independent ship-owner fleets. In addition, several owners and operators pool their vessels together on an ongoing basis, and such pools are available to customers to the same extent as independently owned-and-operated fleets. Many major oil companies and other oil trading companies, the primary charterers of the vessels managed by us, also operate their own vessels and use such vessels not only to transport their own crude oil but also to transport crude oil for third party charterers in direct competition with independent owners and operators in the tanker charter market. Competition for charters is intense and is based upon price, location, size, age, condition and acceptability of the vessel and its manager. Competition is also affected by the availability of other size vessels to compete in the trades in which Heidmar engages. Charters are, to a large extent, brokered through international independent brokerage houses that specialize in finding the optimal ship for any particular cargo based on the aforementioned criteria. Brokers may be appointed by the cargo shipper or the ship owner.

Risk Factors

The risks and uncertainties described below are not the only risks and uncertainties that Heidmar and Holdings will face following the Business Combination. Additional risks and uncertainties not presently known to MGO, Heidmar or Holdings or that those parties currently deem immaterial may also impair Holdings’ business operations. If any of the following risks actually occur, Holdings’ business, financial condition and results of operations could suffer. As a result, the trading price of the Holdings Common Shares could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and Holdings’ actual results and performance may differ substantially from those discussed in these forward-looking statements. See the section entitled “Forward-Looking Statements.”

Risks Related to the Business Combination

The consummation of the Business Combination is subject to the closing conditions contained in the Business Combination Agreement and could be delayed or may never occur.

The consummation of the Business Combination is subject to the closing conditions contained in the Business Combination Agreement and could be delayed or may never occur. Accordingly, any shares of common stock of the Company offered and purchased (including newly issued shares of MGO Common Stock sold under MGO’s at-the-market program or through other capital raising activities) following the announcement of the Business Combination but prior to the Closing is an investment in the Company. The Business Combination is subject to the approval of the MGO Stockholders, and while stockholders holding a majority of the issued and outstanding shares of MGO Common Stock have agreed to vote to approve the Business Combination, it is possible that events could occur that would prevent this approval from being obtained. The closing conditions that must be satisfied or waived before the closing of the Business Combination can occur are specified in the Business Combination Agreement and include: (i) the representations and warranties of MGO, Heidmar and the Heidmar Shareholders being true and correct subject to the materiality standards contained in the Business Combination Agreement; (ii) material compliance by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Business Combination Agreement; (iii) the absence of any Material Adverse Effect (as defined in the Business Combination Agreement) with respect to Heidmar since the effective date of the Business Combination Agreement that is continuing and uncured; (iv) the expiration or termination, as applicable, of any waiting period (and any extension thereof) applicable to the consummation of the Business Combination Agreement under any antitrust laws; (v) that no governmental authority of competent jurisdiction shall have enacted any law or order in effect at the time of Closing which has the effect of making the Business Combination or other ancillary transactions illegal or otherwise prohibiting consummation of the Business Combination or ancillary transactions; (vi) the Registration Statement (as defined below) being declared effective by the U.S. Securities and Exchange Commission (the “SEC”); (vii) the articles of incorporation and bylaws of Holdings having been amended and restated as set forth in an exhibit to the Business Combination Agreement; (viii) the entry into certain ancillary agreements as of the Closing; (ix) the approval of the listing of the Holdings Common Shares on Nasdaq (or another national securities exchange), and (x) the receipt of certain closing deliverables. MGO and Heidmar may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, which could have a material adverse effect on the Company’s business, results of operations, cash flows and financial position.

Further, the aggregate percentages of Holdings Common Shares to be issued to the holders of MGO Common Stock on one hand and the HMI Shareholders on the other immediately after the consummation of the Business Combination is fixed pursuant to the Business Combination Agreement. Accordingly, the issuance of new shares of MGO Common Stock following announcement of the Business Combination Agreement, including through the Company’s at-the-market sales program or other capital raises, will not increase the aggregate ownership percentage of Holdings Common Shares to be issued to holders of MGO Common Stock following consummation of the Business Combination, but will dilute the Holdings ownership percentage that each individual holder of MGO Common Stock would receive.

MGO and Heidmar will incur significant transaction and transition costs in connection with the Business Combination.

MGO, Holdings and Heidmar have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination, including legal, accounting, consulting, investment banking and other fees, expenses and costs. In addition, Holdings will incur significant costs operating as a public company following the consummation of the Business Combination and may also incur additional costs to retain key employees. Generally, transaction expenses incurred in connection with the Business Combination will be paid by the party incurring those expenses, and many of those expenses might not be paid until after the Closing. Accordingly, these expenses could result in Holdings having less money following the Closing to spend on other aspects of its business, particularly if the actual expenses turn out to be higher than anticipated.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

In connection with business combination transactions like the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to shareholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if they do arise, to seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require MGO, Heidmar and Holdings to incur significant costs and draw the attention of MGO’s and Heidmar’s management teams away from the consummation of the Business Combination and the management of their respective businesses. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect Holdings’ business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from being consummated within the expected timeframe.

The announcement of the proposed Business Combination could disrupt Heidmar’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Risks relating to the announcement of the Business Combination on Heidmar’s business include the following:

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Holdings’ results of operations and cash available to fund its business.

After the Business Combination, Holdings may be exposed to unknown or contingent liabilities and may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price.

It is possible that the due diligence conducted in relation to Heidmar and MGO and their respective businesses has identified all material issues or risks associated with Heidmar and MGO or the industries in which they compete.

Furthermore, factors outside of the parties’ control could arise later. As a result of these factors, Holdings may be exposed to liabilities and incur additional costs and expenses and be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if the due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the parties’ preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on the Holdings’ financial condition and results of operations and could contribute to negative market perceptions about Holdings’ securities.

Due to potential fluctuations in the market value of Holdings Common Shares, MGO Stockholders cannot be sure of the market value of the consideration that they will receive in the Business Combination.

The current shareholders of Heidmar (the “Heidmar Shareholders”) and the MGO Stockholders are expected to own, immediately following consummation of the Business Combination, approximately 94.34% (inclusive of shares to be distributed to advisors) and 5.66% of Holdings, respectively.

The consideration that eligible MGO Stockholders will receive upon consummation of the Business Combination Agreement is one Holdings Common Share for each share of MGO common stock (an “MGO Share”). In addition, the Heidmar Shareholders will receive, for each Heidmar Share, a number of Holdings Common Shares equal to (a) the MGO Shares outstanding at Closing, times (b) 16.6667, divided by (c) the outstanding shares of Heidmar. Prior to the Closing, there has not been and will not be an established public trading market for Holdings Common Shares. The market value of Holdings Common Shares will reflect the combination of MGO and Heidmar under the terms of the Business Combination. Further, the MGO Merger Consideration will not be adjusted to reflect any changes in the number of MGO Shares outstanding, the market value of MGO Shares or currency exchange rates.

Changes in the price of MGO Shares may result from a variety of factors, including, among others, changes in MGO’s business, operations or prospects, regulatory considerations, governmental actions, legal proceedings and general business, market, industry, political or economic conditions. Many of these factors are beyond MGO’s control. As a result, the aggregate market value of the Holdings Common Shares that a MGO Stockholder is entitled to receive at the Closing could vary significantly from the value of the equivalent MGO Shares on the date of the Business Combination Agreement, the date of this report or at other times, and MGO Stockholders will neither know nor be able to calculate the value of the MGO Merger Consideration they would receive upon the Closing. MGO Stockholders are urged to obtain current market quotations for MGO Shares.

If the Business Combination is not completed by the Outside Date either MGO or Heidmar may have the right to terminate the Business Combination Agreement.

If the conditions to the obligations of Heidmar and MGO to consummate the Business Combination Agreement are not satisfied or waived (if applicable) by December 31, 2024, either MGO or Heidmar/ may have the right to terminate the Business Combination Agreement. MGO or Heidmar may elect to terminate the Business Combination in certain other circumstances, including if the MGO Stockholders fail to approve the Transactions at their respective shareholder meetings, and MGO and Heidmar can mutually decide to terminate the Transaction Agreement at any time prior to the Merger Effective Time, before or after the required MGO Stockholder Approval.

The Business Combination Agreement contains restrictions on the ability of Heidmar and MGO to pursue alternatives to the Business Combination.

The Business Combination Agreement contains provisions that may discourage a third party from submitting a competing business combination proposal that might result in greater value to the Heidmar Shareholders or the MGO Stockholders than the Business Combination. These provisions include, among others, a general prohibition on Heidmar and MGO from soliciting or entering into discussions with any third party regarding, among other things, any business combination proposal, during the Interim Period.

MGO and the MGO Principals have entered into the Voting and Support Agreement with Holdings to vote in favor of the Transactions.

MGO and the MGO Principals have entered into Voting and Support Agreements with Heidmar and Holdings, pursuant to which they have agreed, among other things, to vote their MGO Shares, representing a majority of the issued and outstanding MGO Shares, in favor of all the proposals presented for approval by MGO’s shareholders in respect of the Business Combination, including voting in favor of the Business Combination and to approve the Business Combination Agreement. Accordingly, the votes of the MGO Principals can ensure that MGO’s shareholders will approve of the Business Combination even if the remaining MGO Stockholders vote against it or otherwise believe the Business Combination is not in their best interests.

Even if the Business Combination Agreement is approved by the MGO Stockholders, closing of the Business Combination still requires that certain closing conditions (including, but not limited to, the closing conditions set forth in Item 1.01 of the Company’s Current Report on Form 8-K (the “Form 8-K”) for which this Exhibit 99.1 is attached) be satisfied or waived. It is possible that MGO, Heidmar and/or Holdings will fail to satisfy one or more conditions and this failure may not be waived by the other parties. If the closing conditions are not satisfied or waived by the applicable parties, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause MGO, Holdings or Heidmar to lose some or all of the intended benefits of the Business Combination.

Further, satisfying the conditions to, and the completion of, the Business Combination may take longer and could cost more than Heidmar and MGO expect. Any delay or additional costs incurred in connection with completing the Business Combination could materially affect the benefits that Heidmar and MGO expect to achieve from the Business Combination.

Termination of the Business Combination Agreement could negatively impact MGO and Heidmar.

If the Business Combination is not completed for any reason, including as a result of MGO Stockholders declining to adopt the Business Combination Agreement or declining to approve the proposals required to effect the Business Combination, the ongoing businesses of MGO and Heidmar may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, MGO and Heidmar would be subject to a number of risks, including the following:

If the Business Combination is consummated, MGO Stockholders will experience immediate and material dilution.

Following consummation of the Business Combination, the MGO Stockholders will own approximately 5.66% of Holdings Common Shares and the Heidmar Shareholders will own approximately 94.34% (inclusive of shares to be distributed to advisors) of Holdings Common Shares. As such, the MGO Stockholders will experience immediate and material dilution upon Closing.

Holdings’ ability to be successful following the Business Combination will depend upon the efforts of the Heidmar’s officers and the loss of such persons could negatively impact the operations and profitability of the post-Business Combination business.

Holdings’ ability to be successful following the Business Combination will be dependent upon the efforts of the certain key personnel of Heidmar. Although the parties expect key personnel to remain with Holdings following the Business Combination, there can be no assurance that they will do so. It is possible that Heidmar will lose some key personnel, the loss of which could negatively impact the operations and profitability of Holdings. Furthermore, following the Closing, certain of the key personnel of Heidmar may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause Holdings to have to expend time and resources helping them become familiar with such requirements.

The directors and officers of Holdings have not had experience managing a business like MGO’s and may not succeed in attracting capable managers, which could cause MGO’s business and financial condition to suffer.

None of the officers and directors of MGO will remain as officers or directors of MGO following the Business Combination. The officers and directors of Holdings following the Business Combination will be determined by Heidmar and will consist primarily of officers and directors of Heidmar. Heidmar is a commercial manager of ocean-going transport vessels, which is a very different business from the business that MGO manages, which is to design, manufacture, license, distribute, advertise and sell a range of products, primarily clothing. Holdings may fail to find and employ capable and experienced personnel to manage and operate MGO’s business upon the Closing. If so, MGO’s business and its financial condition could suffer.

Risks Related to U.S. Federal Income Taxation of the Business Combination

The IRS may not agree that Holdings (i) should be treated as a non-U.S. corporation for U.S. federal income tax purposes and (ii) should not be treated as a “surrogate foreign corporation” for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation generally will be considered to be a U.S. corporation for U.S. federal income tax purposes only if it is created or organized in the United States or under the law of the United States or of any State or the District of Columbia. Accordingly, under generally applicable U.S. federal income tax rules, Holdings, which is not created or organized in the United States or under the law of the United States or of any State but is instead a Republic of the Marshall Islands incorporated entity and a tax resident of Greece, would generally be classified as a non-U.S. corporation. Section 7874 of the Code, and the Treasury regulations promulgated thereunder, however, contain specific rules that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. If it were determined that Holdings is treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury regulations promulgated thereunder, Holdings would be liable for U.S. federal income tax on its income just like any other U.S. corporation and certain distributions made by Holdings to Non-U.S. holders (as defined in “Certain Tax Considerations—U.S. Federal Income Tax Considerations”) of Holdings would be subject to U.S. withholding tax. In addition, even if Holdings is not treated as a U.S. corporation, it may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former MGO Stockholders exceeds a threshold amount. If it were determined that Holdings is treated as a surrogate foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury regulations promulgated thereunder, dividends paid by Holdings would not qualify for “qualified dividend income” treatment, and U.S. affiliates of Holdings after the completion of the Business Combination, including MGO, could be subject to increased taxation under the inversion gain rules and Section 59A of the Code.

Holdings believes it should not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code or as a surrogate foreign corporation. However, whether the requirements for such treatment have been satisfied must be finally determined after the completion of the Business Combination, by which time there could be adverse changes to the relevant facts and circumstances. Furthermore, the interpretation of Treasury regulations relating to the required ownership of Holdings is subject to uncertainty and there is limited guidance regarding their application. Accordingly, there can be no assurance that the IRS will not take a contrary position to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation. You are urged to consult your tax advisor to determine the tax consequences if the classification of Holdings as a non-U.S. corporation is not respected or if Holdings is treated as a surrogate foreign corporation.

If Holdings is a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. holders of Holdings Common Shares could be subject to adverse United States federal income tax consequences.

If Holdings is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds Holdings Common Shares, certain adverse U.S. federal income tax consequences may apply to such U.S. holder. A non-U.S. corporation, such as Holdings, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. Heidmar does not believe that Holdings will be treated as a PFIC for its current taxable year and does not expect to become one in the near future. However, PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations.

If Holdings determines that it is a PFIC for any taxable year, Holdings will endeavor to provide, and will endeavor to cause its non-U.S. subsidiaries that are PFICs, to provide, U.S. holders with tax information necessary to enable a U.S. holder to make a qualified electing fund (QEF) election with respect to Holdings and its non-U.S. subsidiaries.

If Holdings is treated as a PFIC, a U.S. holder of Holdings Common Shares may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. U.S. holders of Holdings Common Shares should consult with their tax advisors regarding the potential application of these rules.

Risks Related to Heidmar and Holdings

Risks Related to Heidmar’s Business and Industry

For purposes of this section, the words “we,” “our,” “us,” and the “Company” refer to Heidmar and its subsidiaries.

If we cannot meet our customers’ quality and compliance requirements, we may not be able to operate our managed vessels profitably, which could have an adverse effect on our future performance, results of operations, cash flows and financial position.

Customers, in particular those in the shipping industry, have an increasingly high focus on quality and compliance standards with their suppliers across the entire value chain, including the shipping and transportation segment. Our continuous compliance with these standards and quality requirements is vital for our operations. Related risks could materialize in multiple ways, including a sudden and unexpected breach in quality and/or compliance concerning one or more vessels, or a continuous decrease in the quality concerning one or more vessels occurring over time. Moreover, continuous increasing requirements from oil industry constituents can further complicate our ability to meet the standards. If we fail to comply, either suddenly or over a period of time, with our pooling, management and charter agreements or the expectations or requirements of our customers, or if customers, in particular oil operators, increase their requirements above and beyond what we deliver, this may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

We rely on our charterers and pool members to provide the vessels we manage, and if they do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected.

Our asset-light business model means that we do not own any vessels. Instead, we rely on third parties to provide the vessels that we commercially manage, charter and operate. Should we experience complications with any of these vessels, we may need to delay or cancel charters. We face the risk that any of the companies that are engaged in the Heidmar Pools may not fulfill their contracts and deliver their services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our charterers. The ability of our charterers to effectively satisfy our requirements could also be impacted by a charterer’s financial difficulty or damage to their operations caused by fire, terrorist attack, piracy, natural disaster, public health threats, or other events, including the ongoing conflicts between Russia and Ukraine and Israel and Hamas. The failure of any of our managed or chartered vessels to perform to our expectations could result in delayed or cancelled charters and harm our business. Our reliance on our and the Heidmar Subsidiaries’ pooling arrangements and our inability to fully control any operational difficulties without them could have a material adverse effect on our business, financial condition and results of operations.

As we expand the fleet for which we provide vessel management services, we may not be able to recruit suitable employees and crew for our managed vessels, which may limit our growth and cause our financial performance to suffer.

As we continue to expand the fleet we manage, we will need to recruit suitable and reliable agents and administrative and management personnel. Recruiting new employees has become challenging in many industries and markets, and we may not be able to hire suitable employees to support our expansion. If we are unable to recruit suitable employees and crews, we may not be able to provide our services to customers at an appropriate level of quality or at all. This could limit our growth and cause our financial performance to suffer.

The vessels that enter into the Heidmar Pools may cease operating in that pool.

We enter into pooling contracts with a number of shipping companies, pursuant to which they contribute one or more vessels to a Heidmar Pool, and we assume the commercial management and operation of the vessels. Typically, any participant in a Heidmar Pool has the right to withdraw any or all its vessels upon notice in accordance with the terms of the relevant pool agreement. We cannot assure you that the vessels that currently participate in the Heidmar Pools will continue that participation. While the pool agreements typically include cancellation fees at full rates for 30 days and half-rate for the following 90 days, these do not replace the full revenue a vessel would earn for the pool or ensure its vitality for the longer term. If, for any reason vessels cease to participate in the Heidmar Pools, or the Heidmar Pools are significantly restricted, the net revenues paid to us and our counterparties by the pool could decrease. In addition, one or more pool participants could use their ability to withdraw vessels from a pool in an effort to negotiate a reduction of our fees. Any of these, could have an adverse effect on our financial condition and results of operations.

If we fail to effectively manage the operating costs of the vessels in our pools, this could harm our reputation and our financial performance.

Our commercial management and operation of vessels, includes many aspects of the costs of their operation, including negotiating fees and the costs of fuel. Although our clients typically bear these costs, if we fail to properly manage the costs of a given pool, its efficiency and profitability would decline. Further, our reputation for profitable vessel management would be harmed. These could adversely affect our results of operations.

The profitability of each Heidmar Pool is substantially dependent on the utilization we can achieve for its vessels, so our failure to maintain a high utilization would harm our reputation and our results of operations.

Participation in our pools is intended to enhance the financial performance of our customers’ vessels, in part through higher vessel utilization. If we fail to find customers to engage the vessels we manage in a given pool, the profitability of that pool will decline. Further, our income from a pool consists in part on commissions on freight and demurrage. Accordingly, low vessel utilization would adversely impact our results of operations. In addition, if our pools fail to deliver appropriate vessel utilization, our charterers may decline to keep their vessels in the Heidmar Pools, which would adversely affect our business and its growth. Factors affecting fleet utilization include, but are not limited to: supply of and demand for vessels in the seaborne transportation industry, dry-docking days, as well as any other event that would render a vessel unable to earn revenue.

When a tanker changes ownership or technical management, it may lose customer approvals.

Most users of seaborne oil transportation services require vetting of a vessel before it approves that vessel to service its account. This represents a risk to our company as it is difficult to efficiently employ a vessel until its vetting approvals are in place. As commercial managers of seaborne oil transportation services, we conduct inspections and assessments of our customers’ vessels. These inspections must be carried out regularly for a vessel to have valid approvals from users of seaborne oil transportation services. Any change in a vessel’s ownership or technical manager causes that vessel to lose its approval status, which means it must be re-inspected and re-assessed by the users of seaborne oil transportation services. Increasingly longer voyages in the very large cruise carrier (VLCC) trade, as well as trading route disruptions from various regional conflicts could make timely vetting inspections challenging and thus could result in vessels not obtaining vetting approvals in time to secure their next employment at market rates.

High prices of fuel, or bunker, as well as a lack of availability of fuel, may adversely affect our net income.

Fuel is a significant, if not the largest, expense in shipping when vessels are under voyage charter. As a result, a lack of availability of fuel and/or an increase in the price of fuel beyond our expectations may adversely affect our profitability at the time of charter negotiation. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, particularly economic developments in emerging markets such as China and India, the status of trade relations between countries, including the United States and China, global economic conditions, including recession and inflation, geopolitical developments, supply of and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries, or OPEC, and other oil and gas producers and production cuts, war and geopolitical conflicts, including the armed conflicts between Russia and Ukraine and Israel and Hamas, unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations. Further increases in fuel prices in the future may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail. Other future regulations may have a similar impact.

In the highly competitive international seaborne transportation industry, we may not be able to compete for charters with new entrants or established companies with greater resources, and as a result we may be unable to employ our managed vessels profitably.

We manage, charter and operate vessels in a highly competitive and highly fragmented market, and face competition both to identify and secure vessels to operate and manage as well for goods to transport. Competition for vessels arises primarily from other pooling companies and vessel owners and depends on our relationships with vessel owners and customers, the type and age of a vessel and desirability of vessels based on quality and other factors, amongst other things. Competition for seaborne transportation of goods and products is intense and depends on charter rates and the location, size, age, condition and acceptability of the vessel and its operators to charterers. Due in part to the highly fragmented market, competitors with greater resources could operate larger fleets than we may operate and thus be able to offer lower charter rates and terms to vessel owners. We therefore may be unable to retain or attract new customers or charterers on attractive terms or at all, which may have a material adverse effect on our business, financial condition and results of operations. Although we believe that no single competitor has a dominant position in the markets in which we compete, we are aware that certain competitors may be able to devote greater financial and other resources to certain activities than we can, resulting in a significant competitive threat to us. Vessels in the Heidmar Pools operate in a highly competitive market and our existing and potential competitors may have significantly greater financial resources than us. We cannot give assurances that we will continue to compete successfully with our competitors or that these factors will not erode our competitive position in the future.

We face substantial competition in trying to expand relationships with existing customers and obtain new customers.

The process of obtaining new charter agreements is highly competitive and generally involves an intensive screening and competitive bidding process, which, in certain cases, extends for several months. Contracts in the time charter market are awarded based upon a variety of factors, including:

Contracts in the spot market are awarded based upon a variety of factors as well, and include:

Vessels operating in the Heidmar Pools operate in a highly competitive market and we expect substantial competition for providing transportation services from a number of companies (both tanker and dry bulk vessel owners and operators). Our existing and potential competitors may have significantly greater financial resources than us. In addition, competitors with greater resources may have larger fleets, or could operate larger fleets through consolidations, acquisitions, newbuildings or pooling of their vessels with other companies, and, therefore, may be able to offer a more competitive service than us or the Heidmar Pools, including better charter rates. We expect competition from a number of experienced companies providing contracts for oil and dry bulk transportation services to potential customers, including state-sponsored entities and major energy companies affiliated with the projects requiring shipping services. As a result, we (including the Heidmar Pools) may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, financial condition and operating results.

We are subject to risks with respect to counterparties, and failure of those counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We and the Heidmar Pools manage to enter into various contracts, including charter agreements, pooling arrangements, commercial vessel management agreements and asset agreements, credit facilities and financing arrangements, that subject us and the Heidmar Pools to counterparty risks. The ability and willingness of these counterparties to perform their obligations under any contract will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and shipping industries, the overall financial condition of the counterparty, charter rates for specific types of vessels, and various expenses. For example, a reduction of cash flow resulting from declines in world trade or the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers or the Heidmar Pools’ charterers to make required charter payments. In addition, in depressed market conditions, charterers and customers may no longer need a vessel that is then under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should a charterer fail to honor its obligations under agreements with us or a Heidmar Pool, it may difficult for us or the Heidmar Pool to secure substitute employment for its vessels, and any new charter arrangements that we secure could be at lower rates or on less favorable terms. Should a counterparty fail to honor its obligations under agreements with us or a Heidmar Pool, we could sustain significant losses and a significant reduction in the charter hire we earn from the Heidmar Pool, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our financing arrangements contain certain restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.

In order to facilitate growth, we have incurred debt at the subsidiary level. Any changes in interest rates may have an adverse effect on our business, financial condition, results of operations and/or cash flows.

Our ability to obtain new financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited by our existing leverage and/or by market conditions, and no guarantee can be made that we will be able to arrange new borrowing or refinance existing facilitates on favorable terms, or at all. Uncertainty relating to global financial markets and economic conditions may affect our ability to obtain financing and related costs of any financing. These borrowings are denominated in U.S. dollars, and although we generate almost all of our revenues in U.S. dollars we incur a portion of our expenses in other currencies. Accordingly, any strengthening of those currencies against the U.S. dollar could make it more difficult for us to repay our indebtedness.

The terms and conditions of our existing financing arrangements require us or our subsidiaries to maintain specified financial ratios and to satisfy covenants, such as paid-in capital contributions and maintain retained distributions in each of our pools at no less than the amount specified in the relevant pool agreement and/or to maintain a certain number of vessels in a particular Heidmar Pool. Should tanker charter rates or spot market rates values materially decline in the future to an extent that would result in a breach under or more of the covenants, it could constitute an event of default, and/or cross default, under multiple facilities. Prior thereto, we would need to try and seek waivers or amendments from our lenders with respect to those covenant breaches, or may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to comply with those covenants, failing which the lenders may accelerate the relevant loans. The occurrence of any of these events may materially adversely affect our business.

We are dependent on the spot market and any decrease in spot market rates in the future may adversely affect the earnings of Heidmar and ability to pay dividends.

As of March 31, 2024, we employed most of the vessels that we operate in the spot market and operated some vessels under time charter. These practices expose us to fluctuations in spot market charter rates.

Although the number of vessels in our managed fleet that participate in the spot market will vary from time to time, we anticipate that a significant portion of our managed fleet will participate in this market. As a result, our financial performance will be significantly affected by conditions in the tanker spot market, and only our pool vessels that operate under fixed-rate time charters may, during the period such vessels operate under such time charters, provide a fixed source of revenue to us.

Historically, the tanker market has been volatile because of the many conditions and factors that can affect the price, supply and demand for tanker capacity. The spot market may fluctuate significantly based upon supply of and demand for vessels and cargoes. The successful operation of our managed vessels in the competitive spot market depends upon, among other things, obtaining profitable charters and minimizing, to the extent possible, time spent waiting for charters and time spent in ballast. The spot market is very volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels. If future spot market rates decline or stay at current depressed levels, then we may be unable to operate our managed vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or to pay dividends in the future. Furthermore, as charter rates in the spot market are fixed for a single voyage, which may last up to several weeks, during periods in which charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

Our ability to renew the charters on our managed vessels on the expiration or termination of our current charters or on vessels that we may acquire in the future, the charter rates payable under any new charters, and vessel values will all depend upon, among other things, economic conditions in the sectors in which our managed vessels operate at that time, changes in the supply and demand for vessel capacity and changes in the supply and demand for the seaborne transportation of energy resources.

Our fixed rate time charters may limit our ability to benefit from any improvement in charter rates, and at the same time, our revenues may be adversely affected if we do not successfully employ our vessels on the expiration of our charters.

While fixed rate time charters generally provide more reliable revenues, they also limit the portion of our fleet available for spot market voyages during an upswing in the tanker industry cycle, when spot market voyages might be more profitable. By the same token, we cannot assure you that we will be able to successfully employ our vessels in the future or renew existing charters at rates sufficient to allow us to operate our business profitably or meet our obligations. A decline in charter or spot rates or a failure to successfully charter our vessels could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends.

The tanker vessel industry is cyclical and volatile, which may lead to volatility in the charter rates we are able to obtain for our managed vessels.

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. For example, during the ten year period from 2013 through 2022, time charter equivalent (“TCE”) spot rates for an Aframax tanker trading between the Caribbean and the U.S. Gulf fluctuated between $3,507 to $210,524 per day. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. Fluctuations in charter rates and vessel values result from changes in the supply of and demand for tanker capacity and changes in the supply of and demand for oil and oil products. Because Heidmar and the Heidmar Subsidiaries earn a commission on each managed vessel’s daily gross freight rate, which is in part composed of TCE rates, substantial volatility in TCE spot rates for our managed tanker vessels could have a material adverse effect on our business and financial condition.

A drop in spot market rates may provide an incentive for some customers to default on their charters, and the failure of our counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.

Often, when we enter into a time charter, the rates under that charter are fixed for the term of the charter. The time charters have a maximum remaining duration of approximately two years. If the spot market rates or short-term time charter rates in the tanker industry become significantly lower than the time charter equivalent rates that some of our customers are obligated to pay us under our existing charters, the customers may have incentive to default under that charter or attempt to renegotiate the charter. If our customers fail to pay their obligations, we would have to attempt to re-charter a vessel, which if re-chartered at lower rates, may affect our ability to operate vessels in our fleet profitably and may affect our ability to comply with current or future covenants contained in our loan agreements.

We depend upon a limited number of charter customers and ship owners for a large part of our revenues, and the loss of any of these could adversely affect our business, results of operations and financial condition.

We conduct a substantial portion of our charter activity through a limited number of charter customers and depend on a single ship owner for a large portion of the vessels that we manage. Accordingly, a deterioration in our relationships with any of these parties such that they reduced or eliminated the business they conduct with us, or the unwillingness or inability of if any of them to pay their bills to us, could adversely affect our business, results of operation and financial condition.

Our top three customers accounted for between 11% and 22% each and in the aggregate 50% of our total operating revenues during the year ended December 31, 2023, equivalent to $24.5 million of our total revenue. During the year ended December 31, 2022, our top three customers accounted for between 12% and 20% each, and in aggregate, 47% of our total operating revenues, equivalent to $14.0 million of our total revenues. If our charter business with any of these customers were to decline, our business, revenues and results of operations would suffer, and this decrease in business could also adversely affect the interest of ship owners to contribute vessels to our Heidmar Pools.

Further, we rely on a limited number of vessel owners to enter vessels to the Heidmar Pools. In particular, Capital Ship Management Corp. (“Capital”) has placed most of its tanker vessels, trading in the spot market, into the Heidmar Pools. The Capital vessels comprise 34 of the 62 vessels managed by Heidmar and accounted for 20% of our total revenues from the Heidmar Pools during the year ended December 31, 2023. Capital is owned by the father of the indirect owner of Maistros Shipinvest Corp. (“Maistros”), one of our major shareholders. A decision by Capital, or any of our other major pool partners, to withdraw its vessels from the Heidmar Pools may have a material adverse effect on our business, results of operations and financial condition.

We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on our business, results of operations and financial condition.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business. The ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our business, results of operations and financial condition.

Exchange rate fluctuations could have an adverse impact on our results of operations.

We generate all of our revenues in U.S. dollars, and the majority of our expenses are denominated in U.S. dollars. However, a portion of voyage and administrative expenses are denominated in currencies other than U.S. dollars. If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected.

Our directors and officers may in the future hold direct or indirect interests in companies that compete with us.

Our directors and officers have a history of involvement in the shipping industry and some of them currently, and some of them may in the future, directly or indirectly, hold investments in companies that compete with us. In that case, they may face conflicts between their own interests and their obligations to us.

It is possible that our directors and officers not be influenced by their interests in or affiliation with other shipping companies, or our competitors, and seek to cause us to take courses of action that might involve risks to our other shareholders or adversely affect us or our shareholders. However, we have written policies in our Code of Conduct to address such situations if they arise.

We may be unable to retain key management personnel, which may negatively impact the effectiveness of our management and our results of operations.

Heidmar is a people-based business and people are vital to its success. Our success will depend to a significant extent upon the abilities and efforts of the following personnel: Pankaj Khanna, Niki Fotiou, Andreas Konialidis, Justin Sims-Sterling, Gerry Ventouris, Navin Arjun Soni, Deepak Laishram and Nick Andriopoulos. They and members of the board of directors are crucial to the execution of its business strategies and to the growth and development of Heidmar’s business. If these individuals were no longer to be affiliated with Heidmar, or if Heidmar were to otherwise cease to receive advisory services from them, Heidmar may be unable to recruit other management personnel with equivalent talent and experience, and its business and financial condition may suffer as a result. Inadequate policies and reward structures could incentivize negative behaviors, create internal conflict, lead to reputational damage or contribute to failure in attracting and/or retaining personnel. Lack of appropriate consideration of environmental and social issues could also contribute to any inability to attract and retain skilled personnel.

An over-supply of vessel capacity may lead to reductions in charter hire rates, vessel values and profitability.

The supply of vessels generally increases with deliveries of new vessels and decreases with the recycling of older vessels, conversion of vessels to other uses, such as floating production and storage facilities, and loss of tonnage as a result of casualties. An over-supply of vessel capacity, combined with a decline in the demand for such vessels, may result in a reduction of charter hire rates. Generally, increased competition in the form of increases in newbuild orders at shipyards and/or new shipowner entrants to the tanker shipping market may negatively affect the number of vessels available to us. Upon the expiration or termination of customers’ vessels’ current charters, if we are unable to re-charter these vessels at rates sufficient to allow us to operate these vessels profitably or at all such inability, would have a material adverse effect on our revenues and profitability.

Any decrease in shipments of crude oil may adversely affect our financial performance.

The demand for our managed tankers derives primarily from demand for Arabian Gulf, West African, North Sea, Caribbean, Russian and U.S. Shale crude oil, which, in turn, primarily depends on the economies of the world’s industrial countries and competition from alternative energy sources. Any decrease in shipments of crude oil or change in trade patterns from these geographical areas would have a material adverse effect on our financial performance. Among the factors which could lead to such a decrease are:

With crude oil as a particularly sensitive commodity in international trade and of first-rate significance in sanctions measures, we as a tanker management company are particularly exposed to the effects of trade embargoes and sanctions-related measures. Such measures may also negatively affect demand for our commercial management and other services.

In addition, volatile economic conditions affecting world economies may result in reduced consumption of oil products and a decreased demand for our managed vessels and lower charter rates, which could have a material adverse effect on our earnings and our ability to pay dividends.

A shift in consumer demand from oil towards other energy sources or changes to trade patterns for crude oil or refined oil products may have a material adverse effect on our business.

A significant portion of our earnings are related to the oil industry. The demand for our services depend on the level of activity in the oil industry, including oil companies’ willingness and ability to continue making operating and capital expenditures to explore, develop and produce crude oil and refined petroleum products, which are directly affected by trends in oil prices. A shift in or disruption of consumer demand from oil towards other energy sources such as electricity, natural gas, liquified natural gas, hydrogen or ammonia will potentially affect the demand for our managed vessels. A shift from the use of internal combustion engine vehicles may also reduce the demand for oil. These factors could have a material adverse effect on our future performance, results of operations, cash flows and financial position

“Peak oil” is the year when the maximum rate of extraction of oil is reached. Recent forecasts of “peak oil” range from the late 2020s to 2040, depending on economics and how governments respond to global warming. OPEC maintains that demand for oil will plateau around 2040, despite transition toward other energy sources. Irrespective of “peak oil”, the continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy or nuclear energy, as well shifts in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of crude oil or refined oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

The operation of tankers involves certain unique operational risks.

The operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and a catastrophic spill could exceed the insurance coverage available. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.

Further, our managed vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters and other bad weather, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting.

If our managed vessels suffer damage, they may need to be repaired at a drydocking facility. While we are not financially responsible for the drydocking and repair of our managed vessels in the event of damages, the loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Further, the total loss of any of our managed vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our managed vessels, we may be unable to prevent any such damage, costs or loss which could negatively impact our business, financial condition, results of operations, cash flows and ability to pay dividends.

Our business has inherent operational risks, which may not be adequately covered by insurance.

The vessels that we manage and charter and their cargoes are at risk of being damaged or lost because of events such as marine disasters, adverse weather conditions, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events. In addition, transporting cargoes across a wide variety of international jurisdictions creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts, the potential changes in tax rates or policies, and the potential for government expropriation of our managed vessels. Any of these events may result in loss of revenues, increased costs and decreased cash flows to the Heidmar Pools and our counterparties, which could impair their ability to make payments to us under our charters.

Heidmar and/or the Heidmar Subsidiaries generally maintain charters liability insurance, freight demurrage and defense insurance, charterers freight insurance and kidnap and ransom insurance in connection with our commercial management and operation.

Our counterparties may not be insured in amounts sufficient to address all risks and may not be able to obtain adequate insurance coverage for their vessels in the future or may not be able to obtain certain coverage at reasonable rates. For example, in the past more stringent environmental regulations have led to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. Such inadequacy of insurance could have a material adverse effect on our results of operations and financial condition.

Further, insurers may not pay particular claims. Our counterparties’ insurance policies contain deductibles for which they will be responsible and limitations and exclusions which may increase their costs or lower our revenues. Moreover, insurers may default on claims they are required to pay. Any of these factors could have a material adverse effect on our financial condition.

Inability to obtain or maintain adequate insurance coverage could adversely affect our results of operations.

As part of our overall risk management strategy we have obtained and maintain insurance coverage. Although we have been able to obtain reasonably priced insurance coverage to meet our requirements in the past, there is no assurance that we will be able to do so in the future. For example, catastrophic events can result in decreased coverage limits, more limited coverage, and increased premium costs or deductibles. If we are unable to obtain adequate insurance coverage, we may not be able to procure certain contracts or pursue certain business opportunities, which could materially adversely affect our financial position, results of operations, cash flows or liquidity.

Our operations outside the United States expose us to global risks, such as political instability, terrorist or other attacks, war and international hostilities, all of which may affect the tanker industry and adversely affect our business.

We are an international company and primarily conduct of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, may be adversely affected by changing economic, political and government conditions in the countries and regions where our managed vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in the Middle East and the South China Sea region and other geographic countries and areas, geopolitical events such as terrorist or other attacks, war (or threatened war) or international hostilities, such as those between Russia and Ukraine and most recently Israel and Hamas. Terrorist attacks, as well as the frequent incidents of terrorism in the Middle East, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition. Continuing conflicts and recent developments in Ukraine and the Middle East may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets.

The military conflict in Ukraine has had a significant direct and indirect impact on the trade of refined petroleum and drybulk products. This conflict has resulted in the United States, United Kingdom, and members of the European Union, among other countries, implementing sanctions on certain persons, entities, and activities connected to Russia. Some of these sanctions target the Russian oil sector, including a prohibition on the import of oil and refined petroleum products from Russia to the United States, United Kingdom and the European Union. We cannot foresee what other sanctions may arise that affect the trade of petroleum products. Furthermore, the conflict and ensuing international response has disrupted the supply of Russian oil to the global market, and as a result, the price of oil and petroleum products has risen significantly.

Additionally, since December 2023, there have been multiple drone and missile attacks on commercial vessels transiting international waters in the southern Red Sea by groups believed to be affiliated with the Yemen-based Houthi rebel group purportedly in response to the ongoing military conflict between Israel and Hamas. Recent attacks on U.S. military installations in Jordan and other locations in the Middle East, the military actions by the U.S. government and certain of its allies against the Houthi rebel group, which the U.S. government believes to be supported by the government of Iran and the ongoing military conflict between Israel and Hamas continue to threaten the political stability of the region and may lead to further military conflicts, including continued hostile actions towards commercial shipping in the region. We cannot predict the severity or length of the current conditions impacting international shipping in this region and the continuing disruption of the trade routes in the region of the Red Sea. It is also possible that these conditions could have a material and adverse impact on our financial condition, results of operations, and future performance.

Governments may also turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. In particular, leaders in the United States have indicated the United States may seek to implement more protective trade measures. There is significant uncertainty about the future relationship between the United States, China, and other exporting countries, including with respect to trade policies, treaties, government regulations, and tariffs. Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their charters with us. This could have a material adverse effect on our business, results of operations or financial condition.

In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region and most recently in the Red Sea in connection with the conflict between Israel and Hamas. Acts of terrorism and piracy have also affected vessels trading in regions such as the Black Sea, the South China Sea, the Gulf of Guinea off the coast of West Africa and the Gulf of Aden off the coast of Somalia.

In February of 2022, President Biden and several European leaders also announced various economic sanctions against Russia in connection with its invasion of Ukraine, which may adversely impact our business, given Russia’s role as a major global exporter of crude oil and natural gas. The Russian Foreign Harmful Activities Sanctions program includes prohibitions on the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, as well as prohibitions on all new investments in Russia by U.S. persons, among other restrictions. Furthermore, the United States has also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. These prohibitions took effect on December 5, 2022 with respect to the maritime transport of crude oil and on February 5, 2023 with respect to the maritime transport of other petroleum products. An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price cap, but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap. Violations of the price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business. Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures, which may, among other things, impair or prevent certain of our counterparties from performing their obligations under contracts with us or with the pools in which our managed vessels operate.

Any of these occurrences could have a material adverse impact on our future performance, results of operations, cash flows, financial position and our ability to pay any cash distributions to our stockholders.

Our future results of operations will be subject to seasonal fluctuations, which may adversely affect our financial condition.

We have recently expanded our services to include dry bulk operating pools, and those dry bulk vessels may operate in markets that have historically exhibited seasonal variations in demand, particularly in the Capesize segment given its share of the iron ore trade, and, as a result, in charter hire rates. As China is the most significant market for dry bulk shipping, the public holidays in relation to the Chinese New Year during the first quarter usually results in a decrease in market activity during this period. In addition, unpredictable and adverse weather conditions and patterns in the Southern Hemisphere, which often occur during the first quarter, have had a negative impact on iron ore exports from Australia and from Brazil. Further, certain of the largest iron ore producers in Brazil usually schedule maintenance works on their plants in the first quarter, which also results in a decrease in iron ore export from Brazil. In addition, Australia had some wet and inclement weather for the three months ending March 31, 2023, which further exacerbated the seasonal low. Both Australia and Brazil are very important loading areas for Capsize and Panamax vessels. This seasonality may affect our business, results of operations, financial condition, and could affect our ability to pay dividends, if any, in the future.

As we expand our business, we may have difficulty managing our growth, which could increase expenses.

We plan to grow our business by continuing to develop our relationships with vessel owners and charterers and potentially by selective acquisitions, joint ventures or strategic expansion into complementary service offerings.

We may, from time to time, selectively pursue new business lines, strategic acquisitions or joint ventures we believe are complementary to our business. Existing as well as new projects entail opportunity and risk. Any strategic transaction that is a departure from our historical operations in the tanker shipping industry could present unforeseen challenges and result in a competitive disadvantage relative to our more established competitors. In March 2024, we acquired Landbridge Ship Management (HK) Limited, a technical manager of vessels, and have since expanded our services to technical management. We cannot assure you that our expansion into this business line will be successful, and our inability to realize the anticipated benefits of the acquisition may affect our results of operations and financial condition.

There is always a possibility that intended transactions may not conclude due to various execution risks related to, but not limited to, documentation, inspection of the vessels and/or class records and due diligence. Thus, there may be certain external and third-party costs, including for example, the costs of legal and/or financial advisers, carried by us that are not recoverable.

We will operate dry bulk vessels worldwide and the dry bulk business has inherent operational risks, which may reduce our revenue or increase our expenses.

Our expansion into the management and operation of dry bulk vessels exposes us to certain risks particular to these vessels. With a dry bulk carrier, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, dry bulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may damage the vessel, which can be expensive and, if not repaired properly, could make the vessel more susceptible to breach at sea. Hull breaches in dry bulk carriers may lead to the flooding of the vessels’ holds. If a dry bulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of the vessel. Any of these circumstances or events may have a material adverse effect on our business, results of operations and financial condition. In addition, the loss of any of our managed vessels could harm our reputation as a safe and reliable commercial management company.

Charter hire rates for dry bulk vessels are volatile, have fluctuated significantly in recent years, and may decrease below our cash break-even rates in the future, which may adversely affect our business, results of operations and financial condition.

As we expand into the management and operation of dry bulk vessels, we will be increasingly affected by the cyclicality and volatility of the dry bulk shipping industry. Time charter and spot market rates for dry bulk vessels have in the recent past declined below the operating costs of vessels. When we charter our managed vessels pursuant to time charters, we will be exposed to changes in charter rates for dry bulk carriers and such changes may adversely affect our earnings.

Charter rate fluctuations result from changes in the supply and demand for vessel capacity for the major commodities carried on water internationally. Because the factors affecting the supply and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable. Since we currently, and may continue to, charter our managed dry bulk carriers principally in the spot market, we are exposed to the cyclicality and volatility of the spot market. We may not be able to predict whether future spot rates will be sufficient to enable our managed vessels to be operated profitably.

Demand for dry bulk oceangoing vessels is dependent upon world economic growth, seasonal and regional changes in demand, changes to the capacity of the global dry bulk fleet and the sources and supply of dry bulk cargo transported by sea. Continued adverse economic, political or social conditions or other developments could further negatively impact charter rates and therefore have a material adverse effect in the future on our business and results of operations.

Factors that influence the supply of vessel capacity include:

In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.

Further, the market may fluctuate widely based on a variety of factors including changes in overall market movements, political and economic events, wars, including the ongoing conflict between Russia and Ukraine and Israel and Hamas, acts of terrorism, natural disasters (including disease, epidemics and pandemics) and changes in interest rates or inflation rates.

Shipbroking is a business largely transacted via personal relationships.

Shipbroking remains a business that is largely transacted via personal relationships, which are dependent upon quality service. The risk of technological change, disintermediation and increased consumer demands for enhanced technological offerings could render aspects of our current services obsolete, potentially resulting in a loss of customers. Relationships could be devalued and replaced by disruptive technology platforms which could result in increased competition, consequent price reductions and loss of revenue.

Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business.

Our operations are particularly vulnerable to risks related to pandemics, epidemics or other infectious disease outbreaks and government responses thereto. COVID-19, which was initially declared a pandemic by the World Health Organization on March 11, 2020 and was declared no longer a global health emergency on May 5, 2023, negatively affected economic conditions, supply chains, labor markets, and demand for certain shipped goods both regionally and globally as a result of government efforts to combat the pandemic, including the enactment or imposition of travel bans, quarantines and other emergency public health measures.

The extent to which our business, the global economy and the petroleum product transportation industry may be negatively affected by future pandemics, epidemics or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) volatility in the demand for and price of oil and gas; (v) shortages or reductions in the supply of essential goods, services or labor; and (vi) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. We cannot predict the effect that an outbreak of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic may have on our business, results of operations and financial condition, which could be material and adverse.

Safety, environmental, governmental and other requirements expose us to liability, and compliance with current and future regulations could require significant additional expenditures, which could have a material adverse effect on our business and financial results.

Our operations are affected by extensive and changing international, national, state and local laws, regulations, treaties, conventions and standards in force in international waters, the jurisdictions where we operate the vessels we manage, and the country or countries in which the vessels we manage are registered. These obligations address matters such as the management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions (including greenhouse gases), and water discharges and ballast and bilge water management. The regulations applicable to us and the vessels we manage include, but are not limited to, the U.S. Oil Pollution Act of 1990, or OPA, requirements of the U.S. Coast Guard, or the USCG, and the U.S. Environmental Protection Agency, or EPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Water Act, the U.S. Maritime Transportation Security Act of 2002, and regulations of the International Maritime Organization, or IMO, including the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Convention for the Prevention of Pollution from Ships of 1973, or MARPOL, including the designation thereunder of Emission Control Areas, or ECAs, the International Convention on Civil Liability for Oil Pollution Damage of 1969, or CLC, and the International Convention on Load Lines of 1966. In particular, IMO’s Marine Environmental Protection Committee (“MEPC”) 73, amendments to Annex VI prohibiting the carriage of bunkers above 0.5% sulfur content in fuel on ships took effect March 1, 2020 and may cause us to incur substantial costs. Compliance with these regulations could have a material adverse effect on our business and financial results.

In addition, vessel classification societies and the requirements set forth in the IMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, also impose significant safety and other requirements on our managed vessels. In complying with current and future environmental requirements, vessel owners and operators may also incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require vessel owners to incur significant capital expenditures on our managed vessels to keep them in compliance, or even to recycle or sell certain vessels altogether. While Heidmar does not bear the cost of ensuring our managed vessels comply with safety and environmental requirements, any additional costs or requirements could have a material adverse effect on our business.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, costs related to litigation, and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

In February 2021, the Acting Chair of the SEC issued a statement directing the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings, and in March 2021, the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement (the “Task Force”). The Task Force’s goal is to develop initiatives to proactively identify ESG-related misconduct consistent with increased investor reliance on climate and ESG-related disclosure and investment. To implement the Task Force’s purpose, the SEC has taken several enforcement actions, with the first enforcement action taking place in May 2022, and promulgated new rules. On March 21, 2022, the SEC proposed that all public companies are to include extensive climate-related information in their SEC filings. On May 25, 2022, SEC proposed a second set of rules aiming to curb the practice of “greenwashing” (i.e., making unfounded claims about one’s ESG efforts) and would add proposed amendments to rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and business development companies. As of the date of this annual report, these proposed rules have not yet taken effect.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of crude oil transportation in which we are engaged. Such ESG corporate transformation calls for an increased resource allocation to serve the necessary changes in that sector, increasing costs and capital expenditure. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude companies involved in the oil transportation industry, such as us, from their investing portfolios altogether due to ESG factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries, the European Commission and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap-and-trade regimes, carbon taxes, taxonomy of ‘green’ economic activities, increased efficiency standards and incentives or mandates for renewable energy. More specifically, on October 27, 2016, IMO’s MEPC announced its decision concerning the implementation of regulations mandating a reduction in sulfur content of fuel oil from 3.5% currently to 0.5% as of the beginning of January 1, 2020. Additionally, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identified levels of ambition to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the Energy Efficiency Design Index (“EEDI”) for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping compared to 2008 levels, by at least 40% by 2030, pursuing efforts towards 70% by 2050; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008, while pursuing efforts towards phasing them out entirely. On July 7, 2023, at the MEPC’s 80th session, the MEPC adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which, in part, includes (A) enhanced targets to reach net-zero greenhouse gas (“GHG”) emissions close to 2050; (B) a targeted uptake in use of zero or near-zero GHG emissions technologies and fuels to represent at least 5% (striving for 10%) of the energy used by international shipping by 2030; and (C) indicative check-points to reach net-zero GHG emissions from international shipping, with targets to reduce the total annual GHG emissions from international shipping by (i) at least 20% (striving for 30%) by 2030, as compared to 2008 and (ii) at least 70% (striving for 80%) by 2040, as compared to 2008. These regulations may cause us to incur additional substantial expenses in the future and therefore could impact the cost of our operations and adversely affect our business.

The European Commission has proposed adding shipping to the EU Emission Trading Scheme (“EU ETS”) as of 2023 with a phase-in period. It is expected that shipowners will need to purchase and surrender a number of emission allowances that represent their recorded carbon emission exposure for a specific reporting period. The person or organization responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organization or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. On December 18, 2022, the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS from the outset. Big offshore vessels of 5,000 gross tonnage and above will be included in the Monitoring, Reporting and Verification (“MRV”) of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027. General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Compliance with the Maritime EU ETS could result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU’s Fit-for-55, could also affect our financial position in terms of compliance and administration costs when they take effect.

Territorial taxonomy regulations in geographies where we are operating and are regulatory liable, such as EU Taxonomy, might jeopardize the level of access to capital. For example, the EU has already introduced a set of criteria for economic activities which should be framed as ‘green’, called EU Taxonomy. The EU taxonomy is a classification regulatory system which attempts to identify environmentally sustainable economic activities. The requirement to deliver sustainability indicators under Article 8 of the Taxonomy Regulation is applicable as of January 1, 2022, to companies subject to the obligation to publish non-financial statements in accordance with Article 19a or Article 29a of the Accounting Directive 2013/34/EU. The Non-financial Reporting Directive (Directive 2014/95/EU, NFRD) is an amendment to the Accounting Directive (Directive 2013/34/EU). Under the NFRD, large listed companies, banks and insurance companies with more than 500 employees are required to publish reports on the policies they implement in relation to social responsibility and other sustainability related information (Act 14, Art. 1 and Art. 29a). Article 8 of the Taxonomy Regulation requires companies falling within the scope of the existing NFRD, and additional companies brought under the scope of the proposed Corporate Sustainability Reporting Directive, to report certain indicators on the extent to which their activities are sustainable as defined by the EU Taxonomy.

Since January 1, 2020, ships must either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas or other alternative energy sources, which may not be a viable option due to the lack of supply network and high costs involved in this process. Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. To achieve a 40% reduction in carbon emissions by 2023 compared to 2008, shipping companies are required to include: (i) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (ii) operational carbon intensity reduction requirements, based on a new operational Carbon Intensity Indicator (“CII”). The EEXI is required to be calculated for ships of 400 gross tonnage and above. The IMO and MEPC will calculated “required” EEXI levels based on the vessel’s technical design, such as vessel type, date of creation, size and baseline. Additionally, an “attained” EEXI will be calculated to determine the actual energy efficiency of the vessel. A vessel’s attained EEXI must be less than the vessel’s required EEXI. Non-compliant vessels will have to upgrade their engine to continue to travel. With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. The vessel’s attained CII must be lower than its required CII. Vessels that continually receive subpar CII ratings will be required to submit corrective action plans to ensure compliance. MEPC 79 also adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database. The amendments will enter into force on May 1, 2024.

Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved Ship Energy Efficiency Management Plan, or SEEMP, on board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session held on June 2021, entered into force on November 1, 2022 and became effective on January 1, 2023.

MPEC 76 adopted amendments to the International Convention on the Control of Harmful Anti-Fouling Systems on Ships, 2001, or the AFS Convention, which have been entered into force on January 1, 2023. From this date, all ships shall not apply or re-apply anti-fouling systems containing cybutryne on or after January 1, 2023; all ships bearing an anti-fouling system that contains cybutryne in the external coating layer of their hulls or external parts or surfaced on January 1, 2023 shall either: remove the anti-fouling system or apply a coating that forms a barrier to this substance leaching from the underlying non-compliance anti-fouling system.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition to the peak oil risk from a demand perspective, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Increased inspection procedures, tighter import and export controls and security standards could increase costs and disrupt our business.

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. In addition, pursuant to the SOLAS Convention, dry bulk vessels and the ports in which we plan to operate are subject to the International Ship and Port Facility Security Code (“ISPS Code”), which is designed to enhance the security of ports and ships against terrorism. Inspection procedures may result in the seizure of contents of our managed vessels, delays in the loading, offloading, trans-shipment or delivery and the levying of customs duties, fines or other penalties against us.

International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. Under the U.S. Maritime Transportation Security Act of 2002 (the “MTSA”), the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities. These security procedures can result in the seizure of the contents of our managed vessels, delays in the loading, offloading or trans-shipment, and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, carriers.

It is possible that changes to inspection procedures and security standards could impose additional financial and legal obligations on us. Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business results, results of operations and financial condition.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

The safety and security of our managed vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depend on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions.

We may experience threats to our data and systems, including malware and computer virus attacks, internet network scams, systems failures and disruptions. A cyberattack that bypasses our IT security systems, causing an IT security breach, could lead to a material disruption of our IT systems and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees. Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs and liability. While we devote substantial resources to maintaining adequate levels of cybersecurity, our resources and technical sophistication may not be adequate to prevent all types of cyberattacks. We will continue to depend upon our ability to protect our information systems against damage or system interruptions from natural disasters, technical failures and other events beyond our control.

We rely on industry accepted security and control frameworks and technology to securely maintain confidential and proprietary information and personal data maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. A breach could be caused by an insider, an external party, inadequate physical security, insecure software development or inadequate supply chain management. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. In order to compete effectively and meet our clients’ needs, we will need to maintain our systems as well as invest in improved technology. Any significant interruption or failure of our information systems or any significant breach in the confidentiality, integrity or availability of our IT systems and data could adversely affect our business, results of operations and financial condition, cash flows and our reputation.

Cyberattacks against the Ukrainian government and other countries in the region have been reported in connection with the ongoing conflict between Russia and Ukraine. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition. It is difficult to assess the likelihood of such a threat and any potential impact at this time. Further, as a result of generally increased remote working, the business has seen an increased volume of spam, targeted phishing type email and ransomware attacks. The recent identification of the Log4j vulnerability, the increased frequency of zero-day attacks and more sophisticated methods of attack are further examples of the risks we face.

Cybersecurity threats are of immediate concern, and constitute a potential risk to us, with contingent exposure to us and our subsidiaries.

Sanctions and embargoes imposed by the U.S. government, the European Union, the United Nations or other governmental authorities could prevent us from calling on certain ports or serving certain clients and could lead us to suffer monetary fines or penalties.

The shipping sector is high risk with respect to sanctions compliance. None of our managed vessels called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned Jurisdictions”) in 2022 in violation of applicable sanctions. Although we intend to maintain compliance with all applicable sanctions, and we endeavor to take precautions reasonably designed to mitigate such risks, it is possible that in the future our managed vessels may call on ports located in Sanctioned Jurisdictions on charterers’ instructions and/or without our consent. If such activities result in a violation of sanctions, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could be adversely affected. We currently have written policies in place to avoid and/or minimize the possibility of such situations, and we also seek “sanctions clauses” when negotiating contracts with counterparties.

The laws and regulations of these different jurisdictions vary in their application and do not all apply to the same covered persons or proscribe the same activities. Some sanctions regimes with which we are required to comply provide that entities owned or controlled by the persons or entities designated in such lists are also subject to sanctions. In addition, the evolving nature of sanctions laws and regulations require us to be diligent in maintaining compliance. The sanctions of each jurisdiction may be amended to increase or reduce the restrictions imposed over time, and the lists of persons and entities designated under these sanctions are amended frequently. Additional countries or territories, as well as additional persons or entities located, organized, or resident in those countries or territories, may in the future become the target of sanctions if such additional countries or territories become Sanctioned Jurisdictions. Changes to such laws or regulations, including the imposition of sanctions on new persons or entities could mean the loss of significant customers, restrictions on our ability to provide bunker procurement services to certain customers or in specific jurisdictions, or delays in processing and releasing payments through our banks during the resolution of any legal and regulatory compliance queries, any of which could have an adverse effect on our business, financial condition, results of operations and/or cash flows.

Our current or future counterparties may become, or may be owned, controlled, or affiliated with persons or entities that are or may be in the future become the subject of sanctions imposed by the U.S., E.U. or other governmental authorities to which we are subject. If we determine that such sanctions require us to terminate existing or future contracts to which we, or the Heidmar Pools, are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected, and/or we may suffer reputational harm. In addition, ports that we call on may have their country or other jurisdiction become subject to sanctions, which could prevent us from continuing to call on those ports.

As a result of Russia’s actions in Ukraine, the U.S., EU and United Kingdom, together with numerous other countries, have imposed significant sanctions on persons and entities associated with Russia and Belarus, as well as comprehensive sanctions on the Crimea, Donetsk, and Luhansk regions of Ukraine, effectively making such regions Sanctioned Jurisdictions. Such sanctions also apply to entities owned or controlled by such designated persons or entities and to any persons or entities located, organized, or resident in any of the Sanctioned Jurisdictions. These sanctions adversely affect our ability to operate in the region and also restrict parties whose cargo we may carry.

During 2023, 17 of our currently managed vessels called at Russian ports under their time charters, to the extent permitted by sanctions. As of March 31, 2024, seven of our currently managed vessels continue to call, based on the previous three months of voyages, at Russian ports to the extent permitted by sanctions. In respect of the vessels that previously called at Russia ports, the respective charterers of such vessels changed the trade routes that such vessels were employed on so that such vessels now call on other ports outside of Russia. All of these vessels remain fully employed under their respective time charter agreements and no charterer has requested the early redelivery of any of these vessels.

Although we believe that we are and have been in compliance with all applicable sanctions laws and regulations in 2023, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and the scope of such sanctions may change quickly and without notice. Any such violation could result in reputational damages, fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us.

Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty and supply chain constraints.

Various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets. For instance, inflation has negatively impacted us by increasing our labor costs, through higher wages and higher interest rates, and operating costs. Supply chain constraints have led to higher inflation, which if sustained could have a negative impact on our product development and operations. If inflation or other factors were to significantly increase, our business operations may be negatively affected.

We are exposed to significant changes in interest rates. Any changes in interest rates will directly affect the cost of our financings, which are not on fixed interest rates, as well as our returns on investments. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all, in order to fund our operations or growth.

Inflation, including rising prices for items such as fuel, parts and components, freight, packaging, supplies, labor and energy, increases our operating costs. We do not currently use financial derivatives to hedge against volatility in commodity prices. We use market prices for materials, fuel, parts and components, and we may be unable to pass these rising costs onto our customers. To mitigate this exposure, we attempt to include cost escalation clauses in our longer-term marine transportation contracts, whereby we can largely pass certain costs, including fuel, through to our customers. Our results of operations and margin performance can be negatively affected if we are unable to mitigate the impact of these cost increases through contractual means or increase prices to sufficiently offset the effect of these cost increases.

Any failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, contract terminations and an adverse effect on our business, results of operations and financial condition.

We expect our managed vessels to operate in a number of countries, such as China, Brazil, Singapore and in some developing economies, including countries known to have a reputation for corruption, which can involve inherent risks associated with fraud, bribery and corruption and where strict compliance with anti-corruption laws may conflict with local customs and practices. As a result, we may be subject to risks under the U.S. Foreign Corrupt Practices Act, as amended, or the FCPA, the U.K. Bribery Act 2010, the Bermuda Bribery Act 2016 and similar laws in other jurisdictions that generally prohibit companies and their intermediaries from making, offering or authorizing improper payments to government officials for the purpose of obtaining or retaining business.

We are committed to doing business in accordance with applicable anti-corruption laws and have policies and procedures, including a code of business conduct and ethics, which are designed to promote legal and regulatory compliance with such laws and regulations. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. Our customers in relevant jurisdictions could seek to impose penalties or take other actions adverse to our interests. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our contracted senior management.

Natural or man-made disasters and other similar events may significantly disrupt our business and could have an adverse effect on our business, results of operations and financial condition.

Natural or man-made disasters, including earthquakes, power outages, fires, floods, nuclear disasters, terrorist attacks or other criminal activities or acts of crew malfeasance, may render it difficult or impossible for us to operate our business for some period of time. Any disruptions in our operations related to the repair or replacement of our managed vessels or disruption of or reduced demand for shipping could have a material adverse impact on our business, results of operations and financial condition. In addition, we may not carry business insurance sufficient to compensate for losses that may occur.

Acts of piracy on ocean-going vessels may have an adverse effect on our business, results of operations and financial condition.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, Strait of Malacca, Arabian Sea, Red Sea, the Indian Ocean, the Gulf of Aden off the coast of Somalia, Sulu Sea, Celebes Sea and in the Gulf of Guinea. Although the frequency of sea piracy worldwide has generally decreased since 2013, sea piracy incidents continue to occur, particularly in the South China Sea, the Indian Ocean, in the Gulf of Guinea and the Strait of Malacca and with dry bulk vessels particularly vulnerable to these attacks. Acts of piracy could result in harm or danger to the crews that man our managed vessels. If these piracy attacks result in regions in which our managed vessels are deployed being characterized as “war risk” zones by insurers or Joint War Committee “war and strikes” listed areas, premiums payable for insurance coverage could increase significantly and that coverage may become more difficult to obtain. In addition, crew costs, including due to employing on-board security guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is therefore entitled to cancel the charter party, a claim that we would dispute. Although we plan to obtain insurance to cover risks associated with piracy acts, we may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention or hijacking as a result of an act of piracy against our managed vessels, or an increase in cost, or unavailability, of insurance for our managed vessels, could have a material adverse effect on our business, results of operations and financial condition.

The smuggling of drugs or other contraband onto our managed vessels may lead to governmental claims against us.

We expect that our managed vessels will call on ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our managed vessels are found with drugs or contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, reputation and financial condition.

Maritime claimants could arrest or attach one or more of our managed vessels, which could interrupt our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo, lenders, and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by “arresting” or “attaching” a vessel through judicial or foreclosure proceedings.

This could require the payment of a large sum of money to have the arrest or attachment lifted and prevent the operation of the vessel until that payment is made. Accordingly, the arrest or attachment of one or more of our managed vessels could interrupt the cash flows of the charterer and/or our cash flow and have an adverse effect on our business, results of operations and financial condition. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could attempt to assert “sister ship” liability against one vessel in our pool for claims relating to another vessels with the same owner.

Governments could requisition our managed vessels during a period of war or emergency, which could negatively impact our business, results of operations and financial condition.

A government could requisition one or more of our managed vessels for title or for hire, and any such requisition could interrupt our cash flow and operations. Requisition for title occurs when a government takes control of a vessel and becomes its owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Government requisition of one or more of our managed vessels may negatively impact our business, results of operations and financial condition, and reduce the amount of cash we may have available for distribution as dividends to our shareholders, if any such dividends are declared.

The announcement and pendency of the Business Combination could adversely affect our business, cash flows, financial condition or results of operations.

The announcement and pendency of the Business Combination could cause disruptions in and create uncertainty surrounding our business, including our relationships with existing and future customers, suppliers and employees. This could have an adverse effect on our business, cash flows, financial condition or results of operations, irrespective of whether the Business Combination is completed. Our business relationships may be subject to disruption as customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships or consider entering into business relationships with other parties. The risk, and adverse effect, of any such disruptions could be exacerbated by a delay in the consummation of the Business Combination.

Risks involved with operating ocean-going vessels could result in the loss of life or harm to our seafarers, environmental accidents or affect our business and reputation, which could have a material adverse effect on our results of operations and financial condition.

The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:

Any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in an accident or oil spill or other environmental disaster may harm our reputation as a safe and reliable pool manager.

Risks Related to Holdings Becoming a Public Company

There can be no assurance that the Holdings Common Shares will be approved for listing on Nasdaq or any other national securities exchange, or that Holdings will be able to comply with the continued listing standards of Nasdaq or any other national securities exchange.

In connection with the Closing, Holdings intends to list the Holdings Common Shares on Nasdaq or another national securities exchange under the symbol “HMR”. If, after the Business Combination, Nasdaq delists Holdings’ shares from trading on its exchange for failure to meet the listing standards and Holdings is not able to list its shares on another national securities exchange, Holdings expects its shares could be quoted on an over-the-counter market. If this were to occur, Holdings and its shareholders could face significant material adverse consequences including:

Holdings is an emerging growth company and will therefore be subject to reduced reporting requirements that may make the Holdings Common Shares less attractive to investors.

Following the consummation of the Business Combination, Holdings will be an emerging growth company, as defined in the JOBS Act. For as long as Holdings continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, an emerging growth company’s auditor is exempt from the requirement to communicate critical audit matters in the auditor’s report. Holdings will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (x) during which the fifth anniversary of the effective date of this registration statement occurs, (y) in which Holdings has total annual gross revenue of at least $1.235 billion or (z) in which Holdings is deemed to be a large accelerated filer (which means the market value of Holdings Common Shares held by non-affiliates exceeds $700.0 million as of the last business day of the second fiscal quarter of that fiscal year), and (ii) the date on which Holdings has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Holdings has elected to avail itself of this exemption from new or revised accounting standards and, therefore, Holdings will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Holdings cannot predict if investors will find Holdings Common Shares less attractive because Holdings may rely on these exemptions. If some investors find the Holdings Common Shares less attractive as a result, there may be a less active trading market for the Holdings Common Shares and its market price may be more volatile.

Holdings will be a “controlled company” within the meaning of the NASDAQ rules and will be exempt from certain corporate governance requirements as a result.

Immediately following the completion of the Business Combination, Heidmar Shareholders who are not U.S. persons, will control a majority of the voting power of the outstanding Holdings Common Shares.

As a result, Holdings will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

Following the Business Combination, Holdings intends to utilize some or all of these exemptions. As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Holdings will be a “foreign private issuer” under U.S. securities laws, which exempts it from certain reporting and other obligations and could make the Holdings Common Shares less attractive to some investors.

Following the Business Combination, Holdings will be a “foreign private issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). This means that the information Holdings will be required to publicly disclose will be different from those required of domestic public companies, including the following.

Holdings will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, Holdings intends to publish its results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of NASDAQ. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information Holdings is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer. Further, these factors could the Holdings Common Shares less attractive to some investors or otherwise harm its share price.

Holdings is permitted to follow certain “home country” governance practices in the Marshall Islands rather than the corporate governance requirements of the Nasdaq.

As a foreign private issuer, Holdings will have the option to follow certain home country corporate governance practices rather than those of the Nasdaq, provided that Holdings discloses the requirements it is not following and describe the home country practices it is following. Holdings intends to rely on this “foreign private issuer exemption” with respect to Nasdaq rules requiring shareholder approval. Holdings may in the future elect to follow home country practices with regard to other matters. As a result, Holdings’ shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

Holdings may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

At the closing of the Business Combination, Holdings will be a foreign private issuer, which means it will not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act that are applicable to domestic companies. A company’s foreign private issuer status is determined annually on the last business day of its most second fiscal quarter, and, accordingly, the next determination will be made with respect to Holdings on June 30, 2025. In the future, Holdings would lose its foreign private issuer status if (a) more than 50% of its outstanding voting securities are owned by U.S. residents and (b) one of the following three things are true: (1) a majority of its directors or executive officers are U.S. citizens or residents, (2) it administers its business principally from the United States or (3) a majority of its assets are located in the United States. If Holdings loses its foreign private issuer status, it would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. Holdings would also have to mandatorily comply with U.S. federal proxy requirements, and Holdings’ officers, directors and principal shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, Holdings would lose its ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, Holdings would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.

The requirements of being a public company may strain Holdings’ resources, divert Holdings management’s attention and affect Holdings’ ability to attract and retain qualified board members.

Holdings will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, Nasdaq listing requirements and other applicable securities rules and regulations. As such, Holdings will incur additional legal, accounting and other expenses following the completion of the Business Combination. These expenses may increase even more once Holdings no longer qualifies as an “emerging growth company.” The Exchange Act requires, among other things, that Holdings file annual and current reports with respect to its business and operating results. The Sarbanes-Oxley Act requires, among other things, that Holdings maintains effective disclosure controls and procedures and internal control over financial reporting. Holdings may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Holdings expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although Holdings is currently unable to estimate these costs with any degree of certainty.

Many members of Holdings’ management team will have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Holdings’ management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing its growth strategy, which could prevent Holdings from improving its business, financial condition and results of operations. Furthermore, Holdings expects these rules and regulations to make it more difficult and more expensive for Holdings to obtain director and officer liability insurance, and consequently Holdings may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on its business, financial condition, results of operations and prospects. These factors could also make it more difficult for Holdings to attract and retain qualified members of its board of directors, particularly to serve on Holdings’ finance and audit committee and nomination and compensation committee, and to attract and retain qualified executive officers.

As a result of disclosure of information in filings required of a public company, Holdings’ business and financial condition will become more visible, which Holdings believes may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, Holdings’ business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in Holdings’ favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on its business, financial condition, results of operations, prospects and reputation.

Holdings’ failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Closing could have a material adverse effect on its business.

Heidmar is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the Closing, Holdings will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Heidmar as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If Holdings is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

Risks Related to the Holdings Common Shares

Upon completion of the Business Combination, MGO Stockholders will become shareholders of Holdings, and the market price for the Holdings Common Shares may be affected by factors different from those that historically have affected MGO.

Upon completion of the Business Combination, MGO Stockholders will become shareholders of Holdings. Holdings’ business differs from that of MGO, and, accordingly, the results of operations of Holdings will be affected by some factors that are different from those currently affecting the results of operations of MGO. Holdings is a holding company incorporated in the Marshall Islands, and, after the consummation of the Business Combination, will have as its direct subsidiaries MGO and Heidmar. Heidmar is engaged in tanker pooling, commercial and asset management, and time charters, businesses quite distinct from those that MGO currently operates. Holdings’ business and results of operations will, therefore, be affected by operating, industry and regional risks to which MGO is not currently exposed. For a discussion of the future business of Holdings currently conducted and proposed to be conducted by Heidmar, see “Business of Heidmar and Certain Information About Heidmar.”

Future sales of Holdings Common Shares, including resales by the Heidmar Shareholders and other significant shareholders, may cause the market price of the Holdings Common Shares to drop significantly, even if Holdings’ business is doing well.

Under the Business Combination Agreement, after the Closing, existing Heidmar Shareholders will hold 94.34% (inclusive of shares to be distributed to advisors) of the Holdings Common Shares and the MGO Principals will hold approximately 5.66% of the Holdings Common Shares. All of these Holdings Common Shares will be issued to these holders pursuant to the registration statement that Holdings will file in connection with the Business Combination, and therefore will be freely tradable by their holders, subject in certain cases to the restrictions applicable to “control securities” under U.S. securities laws. These shares will also be subject to lock-up agreements between these holders and Holdings, pursuant to which the Heidmar Shareholders, and the MGO Insiders will be restricted from transferring their shares for 120 days after the Closing, subject to certain customary exceptions.

The sale by these holders of substantial quantities of Holdings Common Shares, or the market’s perception that such a sale is pending, could cause a significant decrease in the price of the Holdings Common Shares. This could occur as the expiration of the lock-up period approaches, upon an announcement of the waiver of the lock-up restrictions applicable to some or all of the shares or for other reasons. Any of these could have the effect of increasing the volatility in, or putting significant downward pressure on, the price of Holdings Common Shares. See “Shares Eligible for Future Resale.”

In addition, Holdings could seek to issue new Holdings Common Shares for sale or as consideration for an acquisition, which could also cause the market price of Holdings Common Shares to decline or impair Holdings’ ability to raise capital through a future sale of, or pay for acquisitions using, Holdings’ equity securities.

The future exercise of registration rights may adversely affect the market price of Holdings’ securities.

In connection with the Transactions Holdings will enter into a Registration Rights Agreement with the Heidmar Shareholders and certain holders of MGO Shares (each, a “Holder”). Pursuant to the Registration Rights Agreement, Holdings has agreed to file a registration statement with the SEC for the resale by the Holders from time-to-time of their Holdings Common Shares. The Holders will also be entitled to demand that Holdings engage in an underwritten offering of their Holdings Common Shares and will also have certain “piggy-back” registration rights with respect to registration statements filed for other offerings by Holdings. The presence of these additional Holdings Common Shares trading in the public market may have an adverse effect on the market price of Holdings’ securities.

The market price of Holdings Common Shares may be volatile, and you may lose all or part of your investment.

The market price of the Holdings Common Shares may be volatile, because of actual and perceived changes specific events regarding Holdings’ business, financial performance and prospects, general economic events and conditions, and general volatility in the stock market. The factors that could cause fluctuations in Holdings’ share price may include, among other factors (including those discussed in this “Risk Factors” section) the following:

In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of the Holdings Common Shares, regardless of Holdings’ operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If Holdings was involved in any similar litigation, Holdings could incur substantial costs and Holdings’ management’s attention and resources could be diverted.

Volatility in Holdings’ share price could subject Holdings to securities class action litigation.

The market price of the Holdings Common Shares may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. Holdings may be the target of this type of litigation and investigations. Securities litigation against Holdings could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm Holdings’ business.

An active trading market for the Holdings Common Shares may not be sustained to provide adequate liquidity.

An active trading market may not be sustained for Holdings Common Shares. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair Holdings’ ability to raise capital by selling Holdings Common Shares and may impair Holdings’ ability to acquire other companies by using Holdings’ shares as consideration.

Holdings is a holding company that depends on the ability of its subsidiaries to distribute funds to it in order to satisfy its financial and other obligations.

Holdings is a holding company that has no significant assets other than cash and the equity of its subsidiaries. Holdings’ ability to pay dividends and fulfill respective financial obligations depends on the performance of its subsidiaries and their ability to distribute funds to Holdings. The ability of Holdings’ subsidiaries to make these distributions may become subject to restrictions contained in those subsidiaries’ financing agreements and could be affected by a claim or other action by a third party, including a creditor, or by Marshall Islands law which regulates the payment of dividends by companies. If Holdings is unable to obtain sufficient funds from its subsidiaries to satisfy future liquidity requirements and/or to finance future operations or if for other reasons its subsidiaries are unable to upstream funds to it, Holdings may not be able to pay dividends.

Holdings’ ability to pay dividends is subject to limitations and risks that could cause those dividends to be lower than expected or to not be paid at all.

Holdings has never declared or paid any dividends on the Holdings Common Shares. Heidmar, which will be a wholly owned subsidiary of Holdings immediately following the Closing, paid an aggregate of $25 million in dividends in 2023 and did not pay any dividends in 2022. Heidmar has not yet paid any dividends in 2024, however the Business Combination Agreement requires Heidmar to have at least $10 million of cash and accounts receivable at Closing, and Heidmar expects to pay a dividend to the Heidmar Shareholders prior to Closing equal to its cash and accounts receivable in excess of that amount.

Any payment of any dividends by Holdings will be subject to certain limitations and qualifications including that:

In addition, Holdings’ ability to pay any dividends is subject to and can be diminished by the risks set forth in this “Risk Factors” section, any of which could result in Holdings being unable to pay its expected dividends or any dividends at all. If Holdings fails to pay dividends at the expected rate, the value of Holdings Common Shares will decrease, and you could lose some or all of your investment.

Please see the section entitled “Price Range of Securities and Dividends—Holdings” for a description of Holdings’ dividend policy.

Investors may suffer adverse tax consequences in connection with the acquisition, ownership and disposal of the Holdings Common Shares.

The tax consequences in connection with the acquisition, ownership and disposal of the Holdings Common Shares may differ from the tax consequences in connection with the acquisition, ownership and disposal of securities in another entity and may also differ depending on such an investor’s respective circumstances including, without limitation, where such an investor is a tax resident. Any such tax consequences could be materially adverse to such an investor and therefore, such an investor should seek its own tax advice in respect of the tax consequences in connection with the acquisition, ownership and disposal of the Holdings Common Shares.

The number of issued Holdings Common Shares may fluctuate substantially, which could lead to adverse tax consequences for the holders thereof.

It may be that the number of issued and outstanding Holdings Common Shares fluctuates substantially. This may have an impact on interests and certain thresholds that are relevant for investors’ tax purposes and positions, also dependent on their respective circumstances. The potential tax consequences in this regard could potentially be material, and therefore, investors should seek their own tax advice with respect to the tax consequences in connection with the acquisition, ownership and disposal of the Holdings Common Shares.

If securities or industry analysts do not publish research or reports about Holdings’ business, or if they issue an adverse or misleading opinion regarding Holdings Common Shares, the market price and trading volume of Holdings Common Shares could decline.

The trading market for Holdings Common Shares will be influenced by the research and reports that industry or securities analysts publish about Holdings or Holdings’ business. Holdings does not currently have and may never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverage of Holdings, the trading price for Holdings Common Shares would be negatively impacted. In the event Holdings obtains securities or industry analyst coverage, if any of the analysts who cover Holdings issue an adverse or misleading opinion regarding Holdings, Holdings’ business model, Holdings’ intellectual property or Holdings’ stock performance, or if Holdings’ results of operations fail to meet the expectations of analysts, Holdings’ stock price would likely decline. If one or more of these analysts cease coverage of Holdings or fail to publish reports on Holdings regularly, Holdings could lose visibility in the financial markets, which in turn could cause Holdings’ stock price or trading volume to decline.

Investor confidence and the market price of Holdings’ shares may be adversely impacted if Holdings’ management is unable to establish and maintain an effective system of internal control over financial reporting.

Holdings will become a U.S. public company subject to the reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”), following the completion of the Business Combination. SEC rules require a public company, to include a report from management of its internal control structure and procedures for financial reporting in that company’s annual report on Form 10-K or Form 20-F that contains an assessment by management of the effectiveness of its internal controls over financial reporting. This requirement will first apply to Holdings’ annual report on Form 20-F for the fiscal year ending on December 31, 2024. In addition, independent registered public accountants of a public company must report on the effectiveness of that company’s internal controls over financial reporting after that company loses emerging growth company status and has met accelerated filer status. Holdings’ management may not conclude that its internal controls over financial reporting are effective. Moreover, even if Holdings’ management does conclude that its internal controls over financial reporting are effective, if its independent registered public accountants are not satisfied with its internal control structure and procedures, the level at which its internal controls are documented, designed, operated or reviewed, or if the independent registered public accountants interpret the requirements, rules or regulations differently from Holdings’ management, they may not concur with its management’s assessment or may not issue a report that is unqualified. Any of these outcomes could result in an adverse reaction in the financial markets due to a loss of investor confidence in the reliability of Holdings’ financial statements, which could lead to a decline in the market price of its shares. Further, the total cost of Holdings’ initial compliance and the future ongoing costs of complying with U.S. public company requirements will be substantial.

Currently, there is no public market for the Holdings Common Shares. MGO Stockholders cannot be sure that an active trading market will develop for the Holdings Common Shares, the market price they will receive or that Holdings will successfully obtain authorization for listing on the Nasdaq.

As part of the Business Combination, each issued and outstanding MGO Share will be converted into the right to receive one Holdings Common Share. Holdings is a newly formed entity, and prior to this transaction it has not issued any securities in the U.S. markets or elsewhere. Further, extensive information about Holdings, its businesses or its operations has not previously been publicly available. MGO and Holdings have agreed to cause the Holdings Common Shares to be issued in the Business Combination to be approved for listing on the Nasdaq prior to the effective time of the Business Combination. However, the listing of shares on the Nasdaq does not ensure that a market for the Holdings Common Shares will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the Holdings Common Shares following the Closing and the Holdings Common Shares may trade at a price less than the current market price of the MGO Shares.

Even if Holdings is successful in developing a public market, there may not be enough liquidity to enable shareholders to sell their common shares. If a public market for the Holdings Common Shares does not develop, investors may not be able to re-sell their common shares, rendering their shares illiquid and possibly resulting in a complete loss of their investment. Holdings cannot predict the extent to which investor interest in Holdings will lead to the development of an active, liquid trading market. The trading price of and demand for the Holdings Common Shares following completion of the Business Combination and the development and continued existence of a market and favorable price for the Holdings Common Shares will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of Holdings, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for the Holdings Common Shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the Holdings Common Shares. Many of these factors and conditions are beyond the control of Holdings or Holdings shareholders.

Recent market volatility could impact the share price and trading volume of Holdings’ securities.

The trading market for Holdings’ securities could be impacted by recent market volatility. Recent stock run-ups, divergences in valuation ratios relative to those seen during traditional markets, high short interest or short squeezes, and strong and atypical retail investor interest in the markets may impact the demand for Holdings Common Shares.

A possible “short squeeze” due to a sudden increase in demand of Holdings Common Shares that largely exceeds supply may lead to price volatility in Holdings Common Shares. Investors may purchase Holdings Common Shares to hedge existing exposure or to speculate on the price of the Holdings Common Shares, which may involve both long and short exposures. To the extent aggregate short exposure exceeds the number of Holdings Common Shares available for purchase, investors with short exposure may have to pay a premium to repurchase Holdings Common Shares for delivery to lenders. Those repurchases may in turn, dramatically increase the price of the Holdings Common Shares. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in the Holdings Common Shares that are not directly correlated to the operating performance of Holdings.

If the Holdings Common Shares are not eligible for deposit and clearing within the facilities of the Depository Trust Company, then transactions in the Holdings Common Shares may be disrupted.

The facilities of the Depository Trust Company (“DTC”) are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. Holdings expects that Holdings Common Shares will be eligible for deposit and clearing within the DTC system. Holdings expects to enter into arrangements with DTC whereby it will agree to indemnify DTC for stamp duty that may be assessed upon it as a result of its service as a depository and clearing agency for the Holdings Common Shares. Holdings expects these actions, among others, will result in DTC agreeing to accept the Holdings Common Shares for deposit and clearing within its facilities.

DTC is not obligated to accept Holdings Common Shares for deposit and clearing within its facilities in connection with the listing and, even if DTC does initially accept Holdings Common Shares, it will generally have discretion to cease to act as a depository and clearing agency for Holdings Common Shares.

If DTC determines at any time after the completion of the transactions and the listing that the Holdings Common Shares were not eligible for continued deposit and clearance within its facilities, then Holdings believes the Holdings Common Shares would not be eligible for continued listing on a U.S. securities exchange and trading in the shares would be disrupted. While Holdings would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the market price of the Holdings Common Shares.

Risks Related to Holdings’ incorporation in the Marshall Islands

Holdings is incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and, as a result, shareholders may have a more limited ability to protect their interests.

Holdings’ corporate affairs are governed by its amended and restated Articles of Incorporation and amended and restated Bylaws and by the Marshall Islands Business Corporations Act (the “Business Corporations Act”). The provisions of the Business Corporations Act resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the Business Corporations Act. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the Business Corporations Act does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, Holdings’ public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

There is uncertainty as to whether the courts of the Marshall Islands would (a) recognize or enforce judgements of courts of the United States based on civil liability provisions of applicable United States securities laws or (b) impose liabilities in original actions brought in the Republic of the Marshall Islands, based on these laws. Furthermore, the level of legal protection in the United States may be lower than comparable jurisdictions and there may be fewer judicial cases in the Republic of the Marshall Islands interpreting the rights of creditors.

Holdings and Heidmar, as Marshall Islands corporations with principal executive offices in Greece, their operations may be subject to economic substance requirements.

In March 2019, the Council of the European Union, or the Council, published a list of non-cooperative jurisdictions for tax purposes, the 2019 Conclusions. In the 2019 Conclusions, the Republic of the Marshall Islands, among others, was placed by the E.U. on the list of non-cooperative jurisdictions for failing to implement certain commitments previously made to the E.U. by the agreed deadline. However, it was announced by the Council in October 2019 that the Marshall Islands had been removed from the list of non-cooperative jurisdictions. Bermuda and the British Virgin Islands were similarly added and subsequently removed from the list within 2019. In February 2023, the Marshall Islands was added again to the list of non-cooperative jurisdictions, along with the British Virgin Islands, among others. In October 2023, the Marshall Islands and the British Virgin Islands were again removed from the list of non-cooperative jurisdictions. E.U. member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including, inter alia, increased monitoring and audits, withholding taxes and non-deductibility of costs. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. E.U. legislation prohibits E.U. funds from being channeled or transited through entities in non-cooperative jurisdictions.

Holdings and Heidmar are a Marshall Islands corporations with principal executive offices in Greece. The Marshall Islands have enacted economic substance regulations with which Holdings and Heidmar are obligated to comply. The Marshall Islands economic substance regulations require certain entities that carry out particular activities to comply with a three-part economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters) and (iii) having regard to the level of relevant activity carried out in the Marshall Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands.

If Holdings and Heidmar fail to comply with their obligations under such regulations or any similar law applicable to them in any other jurisdictions, they could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials, or could be struck from the register of companies, in related jurisdictions. Any of the foregoing could be disruptive to Holdings’ business and could have a material adverse effect on Holdings’ business, operating results, cash flows and financial condition.

We do not know (i) if the E.U. will act to add the Republic of the Marshall Islands to the list of non-cooperative jurisdictions, (ii) how quickly the E.U. would react to any changes in legislation or regulations of the relevant jurisdictions, or (iii) how E.U. banks or other counterparties will react while we or any of our subsidiaries remain as entities organized and existing under the laws of listed countries. The effect of the E.U. list of non-cooperative jurisdictions, and any noncompliance by us with any legislation adopted by applicable countries to achieve removal from the list, including economic substance regulations, could have a material adverse effect on Holdings’ business, operating results, cash flows and financial condition.

Holdings’ articles of incorporation include forum selection provisions for certain disputes between Holdings and its shareholders, which could limit its shareholders’ ability to obtain a favorable judicial forum for disputes with it or its directors, officers, or employees.

Holdings’ articles of incorporation provide that, unless it consents in writing to the selection of an alternative forum, (A) to the fullest extent permitted by law, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for any internal corporate claim, intra-corporate claim, or claim governed by the internal affairs doctrine, including (i) any derivative action or proceeding brought on behalf of Holdings, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or shareholder of Holdings to Holdings or Holdings’ shareholders, and (iii) any action asserting a claim arising pursuant to any provision of the BCA or our amended and restated articles of incorporation or amended and restated bylaws, and (B) the United States District Court for the Southern District of New York (or, if such court does not have jurisdiction over such claim, any other federal district court of the United States) shall be the sole and exclusive forum for all claims arising under the Securities Act or the Exchange Act, as applicable, and any rule or regulation promulgated thereunder, to the extent such claims would be subject to federal or state jurisdiction pursuant to the Securities Act or Exchange Act, as applicable, and after giving effect to clause (A) above. Therefore, to the fullest extent permitted by law, we have selected the High Court of the Republic of the Marshall Islands as the exclusive forum for any derivative action alleging a violation of the Securities Act or Exchange Act. Although Holdings’ forum selection provisions shall not relieve it of its statutory duties to comply with the federal securities laws and the rules and regulations thereunder, and our shareholders are not deemed to have waived our compliance with such laws, rules, and regulations, as applicable, our forum selection provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, and may increase the costs associated with such lawsuits, which may discourage lawsuits with respect to such claims.

It may not be possible for investors to serve process on or enforce U.S. judgments against Holdings or Heidmar.

Holdings and Heidmar are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of Heidmar are located outside the U.S. In addition, Holdings’ directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries or our directors and officers, or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against Holdings or Heidmar based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

HEIDMAR’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes included elsewhere in this report. The following discussion contains forward-looking statements that involve certain developments, risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly under the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections. This discussion should be read in conjunction with the unaudited consolidated financial statements for the year ended December 31, 2023 and 2022 and the related notes thereto, included elsewhere in this report. All dollar amounts referred to in this discussion and analysis are expressed in United States dollars except where indicated otherwise. References in this section to “we”, “our”, “us,” “Heidmar” and the “Company” generally refer to Heidmar and its consolidated subsidiaries.

Overview

We are a provider of marine transportation services on an international basis consisting of three business activities: management services for pools of vessels that share operational costs and revenues (“pool management services”), management services for individual vessels (“commercial management services”) and chartering of vessels through charter in and charter out (“charter in – charter out”). As of the date of this report, we commercially manage 62 vessels with an aggregate capacity of approximately 8.6 million dwt.

Our financial results are largely driven by the following factors.

Trade Revenues and Trade Revenues, related party: Trade revenues consist primarily of commissions and management fees earned from pool management services and commercial management services. Commissions are earned based on the gross freight, dead freight, hire and demurrage revenues of the managed vessels and are recognized ratably over the duration of each voyage on a load port-to-discharge port basis. Management fees are earned on a fixed rate per day, per vessel. Heidmar’s pool and commercial management services do not have established terms of duration. Either party is entitled to terminate the agreement at any time after the expiry of a certain period, subject to the completion of the ongoing voyage, provided written notice of a period up to 3 months is given by either party to the other that the agreement is to terminate. Trade revenues are recognized when earned and when it is probable that future economic benefits will flow to us and such benefit can be measured reliably. The performance obligations begin to be satisfied once the vessel begins loading the cargo. We have determined that our service contracts consist of a single performance obligation of providing commercial management services during the transportation of the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

Voyage Revenues and Voyage expenses: In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party contracts commit for a minimum amount of cargo. The charterer is liable for any short loading of cargo known as “dead” freight.

The voyage charter party generally has a “demurrage” or “dispatch” clause, in which the charterer reimburses us for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as demurrage revenue. We recognize demurrage revenue starting from the point that it is determined that the amount can be estimated and its collection is probable and on a straight line basis until the end of the voyage. Conversely, the charterer is given credit if the loading/discharging activities happen in less time than the allowed laytime, known as dispatch, resulting in a reduction in revenue that is recognized as the performance obligation is satisfied. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo.

We have determined that our voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge. The freight charters are considered service contracts, which fall under the provisions of ASC 606, because we retain control over the operations of the vessels such as the routes taken or the vessels’ speed. Freight, demurrage, and miscellaneous revenues from the operations of vessels are recognized in the period earned. Such revenues and the related operating costs applicable to voyages in progress at the end of a reporting period are recognized ratably over the estimated duration of the voyage on the percentage-of-completion method of accounting.

Voyage expenses are direct expenses to voyage revenues and primarily consist of brokerage and agency commissions, port expenses, canal dues and bunker fuel. We pay brokerage and agency commissions to shipbrokers for their time and efforts for negotiating and arranging charter party agreements on our behalf, and we expense them over the related charter period. All other voyage expenses are expensed as incurred, except for expenses during the ballast portion of the voyage (period between the contract date and the date of the vessel’s arrival to the load port). Any expenses incurred during the ballast portion of the voyage such as bunker fuel expenses, canal tolls and port expenses are deferred and are recognized on a straight-line basis, in voyage expenses, over the voyage duration as we satisfy the performance obligations under the contract provided these costs are (1) incurred to fulfill a contract that we can specifically identify, (2) able to generate or enhance resources that we will use to satisfy performance of the terms of the contract, and (3) expected to be recovered from the charterer. These costs are considered ‘contract fulfillment costs’ and are included in ‘deferred voyage expenses’ in the accompanying consolidated balance sheets.

Operating Leases – HMI as a Lessee

Time charter-in contracts

A time charter is a contract for the use of a vessel for a specific period of time and a specified daily charter hire rate, which is generally payable in advance. A time charter generally provides typical warranties and owner protective restrictions. The time charter contracts are considered operating leases because (i) the vessel is an identifiable asset, (ii) the owner of the vessel does not have substantive substitution rights, and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.

Our time charter-in contracts relate to the charter-in activity of vessels from third parties for a specified period of time in exchange for consideration, which is based on a daily rate. We elected the practical expedient of the ASC 842 guidance that allows for contracts with an initial lease term of 12 months or less to be excluded from the operating lease right-of-use assets and lease liabilities recognized on our consolidated balance sheets. We recognize right-of-use assets (“ROU”) and corresponding lease liabilities for its operating leases. ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement, less any lease incentives, and initial direct costs incurred. We recognize lease expense for operating lease payments on a straight-line basis over the lease term.

Under the guidance ASC 842, we elected the practical expedients available to lessees to not separate the lease and non-lease components included in the charter hire expense because (i) the pattern of expense recognition for the lease and non-lease components is the same as it is earned by the passage of time, and (ii) the lease component, if accounted for separately, would be classified as an operating lease. We elected not to separate the lease and non-lease components included in charter hire expense, but to recognize operating lease expense as a combined single lease component for all time charter-in contracts.

Operating Leases - HMI as a Lessor

Time charter-out contracts

Our time charter revenues are generated from our vessels that have been chartered-in and are chartered out to a third-party charterer for a specified period in exchange for consideration, which is based on a daily rate. The charterer has the full discretion over the ports subject to compliance with the applicable charter party agreement and relevant laws. In a time charter contract, we are responsible for all the costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance, and lubricants. The charterer bears the voyage related costs such as bunker expenses, port charges and canal tolls during the hire period. The charterer generally pays the charter hire monthly in advance. We determined that our time charter contracts are considered operating leases and therefore fall under the scope of the guidance ASC 842 because (i) the vessel is an identifiable asset, (ii) we do not have substantive substitution rights, and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.

Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from the vessel’s delivery to the charterer, except for any off-hire period, and ending upon redelivery to us. Under the guidance of ASC 842, we elected the practical expedient available to lessors to not separate the lease and non-lease components included in the time charter revenue because (i) the pattern of revenue recognition for the lease and non-lease components is the same as it is earned by the passage of time and (ii) the lease component, if accounted for separately, would be classified as an operating lease.

Time charter revenues received in advance of the provision of charter service are recorded as deferred revenue and recognized when the charter service is rendered. Deferred revenue also may result from straight-line revenue recognition in respect of charter agreements that provide for varying charter rates. Deferred revenue amounts that will be recognized within the next twelve months are presented as current, with amounts to be recognized thereafter presented as non-current. Revenues earned through the profit-sharing arrangements in the time charters represent contingent rental revenues that are recognized when earned and amounts are reasonably assured based on estimates provided by the charterer.

Syndication Income, related party: Heidmar Investments LLC., a fully owned subsidiary of Heidmar Inc., entered into “Syndication Agreements” (“Syndication”) with Heidmar Trading LLC., a related party (“Syndication partner”), on two vessels (“Two Vessels”) that the Syndication partner chartered-in from unrelated parties and then chartered-out to unrelated parties. The Syndication is an assignment and transfer of profits and losses between Heidmar Investments LLC. and the Syndication partner wherein Heidmar Investments LLC will assume the Syndication partner’s monthly charter hire and voyage expenses and in return will be assigned the revenues earned by the Two Vessels (the “Syndication result”). Furthermore, in accordance with the provisions of the Syndication Agreements, Heidmar Inc. has been appointed as the commercial manager of the vessels based on the provisions of the related commercial management agreements (“CMA”) entered into between Heidmar Inc. and the Syndication partner. In order to receive the proceeds from the Syndication Agreement, we need to be performing the services under the CMA. Therefore, the Syndication Agreements and the CMA are considered a single service contract that depends on the provision of a service, and in accordance with the guidance in ASC 606-10-25-9 for combining contracts, the Syndication Agreement and the CMA are accounted for as a single services contract under ASC 606 (the “services contract”). We have concluded that the services contract includes a fixed and a variable consideration related to the servicing of the vessels. The variable consideration is equal to the net operating results of the two vessels, which is recognized as the profits are earned or the losses are incurred during the period of the service contract as that is when the income, if any, can be reliably measured for this variable remuneration. The fixed based fee component is a fixed rate per day and a fixed commission on the gross freight, dead freight, hire and demurrage revenues of the Two Vessels. The fixed commissions earned are recognized ratably over the duration of each voyage on a load port-to-discharge port basis. Because the variable consideration is calculated after taking into account the fixed fee component recognized as an expense by the vessels in their operating results, the income related to the fixed fees is eliminated against such expense included in the variable fee income.

Profit sharing arrangements: We follow the provisions of ASC 470 “Debt” in order to account for the profit and loss sharing agreements entered into with related or unrelated parties. According to the provisions of the profit and loss sharing agreements, we charter in a vessel, earn revenue from the charter out of the vessel to another party, and receive an upfront cash payment from the counterparty of the profit and loss sharing agreement to be used for the operations of the vessel, and the counterparty receives an agreed percentage of profits and losses (sale of future revenue) arising from the operations of the vessel. When we have significant continuing involvement in the generation of the cash flows of the vessel, Heidmar accounts for this transaction as debt under ASC 470-10. The proceeds received in a sale of future revenue are accounted for as debt. After the initial recognition, an entity uses the interest method (ASC 835-30-25-5: “The total amount of interest during the entire period of a cash loan is generally measured by the difference between the actual amount of cash received by the borrower and the total amount agreed to be repaid to the lender to account for the amount recorded as debt.”). Actual cash repayments are recorded as either interest expense or a reduction of the outstanding debt balance, including accrued interest, in accordance with the interest method. Interest cost is accrued in each period by applying the effective interest rate against the debt’s net carrying amount. If the timing or amount of the actual or estimated cash flows changes, the original amortization schedule for the debt is updated to reflect the revised cash flows. We have elected to adopt the prospective approach to account for changes in the amount or timing of cash flows, in which the effective interest rate is updated.

Quantitative and qualitative disclosures about market risk

We are exposed to risks associated with adverse changes in exchange rates and commodity prices. We have established risk management policies to monitor and manage such market risks, as well as credit risks.

From time to time, we may execute transactions of derivatives, in order to manage market risks. We are exposed to currency risk on purchases, receivables and payables where they are denominated in a currency other than the U.S. dollar. We do not enter into commodity contracts other than to meet our operational needs. These transactions do not meet the criteria for hedging for accounting purposes and therefore the change in their fair value is recognized directly in profit or loss.

The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, receivables from related parties, other receivables, payables to vessel owners, accounts payable and accrued expenses, payables to shareholder, payables to sharing partner and assignees and payables to related parties are reasonable estimates of their fair value due to the short-term nature of these financials instruments. The valuation technique which we use in order to measure the fair value is the discounted cash flows technique, considering interest rates estimated by an external evaluator. When measuring the fair value of an asset or a liability, we use market observable data to the extent applicable.

For a discussion of our exposure to market risk and our periodic fair value measurements, see Note 2 and Note 16 to our unaudited consolidated financial statements for the years ended, December 31, 2023 and 2022 included elsewhere in this report.

Recent Accounting Pronouncements

On August 23, 2023, the FASB issued ASU 2023-05 that will require a joint venture, upon formation, to measure its assets and liabilities at fair value in its standalone financial statements. A joint venture will recognize the difference between the fair value of its equity and the fair value of its identifiable assets and liabilities as goodwill (or an equity adjustment, if negative) using the business combination accounting guidance regardless of whether the net assets meet the definition of a business. The new accounting standard is intended to reduce diversity in practice. This ASU applies to an entity that qualifies as either a joint venture or a corporate joint venture under GAAP. This accounting standard will become effective for joint ventures with a formation date on or after January 1, 2025, with early adoption permitted. Heidmar expects to adopt this ASU on January 1, 2025. Heidmar is currently evaluating the impact of these amendments on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, which requires the disclosure of significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly provided to the chief operating decision maker. In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be adopted retrospectively. Heidmar is currently evaluating the impact of these amendments on its consolidated financial statements.

Results of Operations

Year ended December 31, 2023 compared to year ended December 31, 2022

Total revenues

Total revenues reflecting income from commissions, management fees, freight revenues and hires from time charters were $49.1 million for the year ended December 31, 2023, an increase of $19.0 million, or 63%, from net revenues of $30.1 million for the year ended December 31, 2022.

There are four components that constitute total revenues, namely voyage and time charter revenues, trade revenues, trade revenues, related parties and syndication income, related party.

Voyage and time charter revenues

Voyage and time charter revenues were $22.0 million for the year ended December 31, 2023 as compared to $9.5 million for the year ended December 31, 2022. Time charter revenue of $22.0 million for the year ended December 31, 2023 and of $5.8 million for the year ended December 31, 2022 is generated by the agreements entered into with unrelated parties for four and three vessels, respectively which earn fixed revenue over the period of the charter. Voyage revenue of $3.7 million in the year ended December 31, 2022 was generated from spot agreement for one vessel.

Trade revenues

Trade revenues were $4.9 million for the year ended December 31, 2023 as compared to $3.9 million for the year ended December 31, 2022. Trade revenue is generated from commissions and management fees, which are earned from commercial management services. The increase of $1.0 million or 26% over 2022 is due mainly to the increased number of CMA days to 5,562 in 2023 compared to 3,917 in 2022.

Trade revenues, related parties

Trade revenues, related parties were $13.8 million for the year ended December 31, 2023 as compared to $10.4 million for the year ended December 31, 2022. Trade revenue related parties is generated from commissions and management fees that are earned from pool management services. The increase of $3.4 million or 32% over 2022 is due to the increase in the number of vessels under management and the increased hire rates as the market performed better during the year 2023 giving rise to higher commissions earned on the freight and demurrage revenues. The average number of vessels in the pools were 35 during 2023 as compared to 25 during 2022 and the number of pool days were 12,738 in 2023 compared to 9,043 in 2022.

Syndication income, related party

Syndication income, related party for the year ended December 31, 2023, was $8.4 million, compared to $6.2 million in 2022. The respective increase of $2.2 million derives from the fact that one vessel was operating under spot voyages during the first nine-month period of 2022 with small profit margins as the freight rates were at low levels in an oversupplied tanker market. Since mid 2022 the tanker market has picked up especially after the Russian-Ukranian conflict and has gone from strength to strength and as a result both vessels were fixed under time charter agreements with higher daily rates resulting in major profits for the year ended December 31, 2023. In April 2023 and in March 2024, the vessels under syndication were redelivered to their owners, and as a result both of the syndication agreements were terminated.

Operating Expenses

Total operating expenses were $29.5 million for the year ended December 31, 2023 (or 60% of total revenues) and $13.1 million for the year ended December 31, 2022 (or 44% of total revenues).

Total operating expenses consist of the following.

Operating income

As a result of all preceding items, operating income was $19.6 million for the year ended December 31, 2023 compared to an operating income of $16.9 million for the year ended December 31, 2022.

Other income/(expenses)

Total other expenses, net for the year ended December 31, 2023 was $0.09 million compared to $0.7 million for the year ended December 31, 2022.

Net income for the year

For the year ended December 31, 2023, net income was $19.6 million, compared to a net income of $16.2 million for the year ended December 31, 2022.

Liquidity and Capital Resources

Year ended December 31, 2023 compared to year ended December 31, 2022.

Cash Flows

Cash decreased to $18.9 million as of December 31, 2023, compared to $25.2 million as of December 31, 2022. The following summarizes our sources and uses of cash during 2023 (working capital is defined as current assets minus current liabilities).

NET CASH PROVIDED BY OPERATING ACTIVITIES—decreased by $2.7 million to $12.0 million during 2023, compared to net cash provided by operating activities of $14.7 million during 2022. The decrease in net cash provided by operating activities is mainly attributed to the decrease in changes in assets and liabilities from working capital movements between the two years.

NET CASH (USED IN)/ PROVIDED BY INVESTING ACTIVITIES—net cash used in investing activities was $0.009 million during 2023 compared to net cash provided by investing activities of $0.024 million during 2022. The change in cash (used in)/ provided by investing activities relates to payments for additions of equipment for Singapore and Dubai offices in 2023 and proceeds from sale of vehicle in 2022.

NET CASH (USED IN)/ PROVIDED BY FINANCING ACTIVITIES— net cash used in financing activities was $18.4 million during 2023, compared to net cash provided by financing activities of $3.0 million during 2022. The change in cash (used in)/provided by financing activities mainly relates to dividends declared and paid of $25.0 million in 2023, partially offset by proceeds from shareholder of $5.2 million compared to capital contributions of $2.0 million in 2022.

Consolidated Financial Statements

December 31, 2023 and 2022

Heidmar Inc.

Consolidated Financial Statements

Index to consolidated financial statements

Heidmar Inc.

Consolidated Financial Statements

Preparation of the Financial Statements of Heidmar Inc.

These are the unaudited, internal, consolidated financial statements of Heidmar Inc. The management of Heidmar have prepared these financial statements in good faith and believe them to be in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Heidmar’s management believe that these financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of Heidmar’s financial position and the results of its operations for the periods presented.

These financial statements are unaudited. As such they may differ from the audited, consolidated financial statements of Heidmar that would be included in an F-4 registration statement of Holdings filed in connection with the Business Combination, and those differences may be material.

Heidmar Inc.

Consolidated Balance Sheets

As of December 31, 2023 and 2022

(Expressed in United States Dollars, except number of shares)