CERTIFICATE OF DESIGNATIONS
OF
SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

That, pursuant to the authority conferred on the Board by the Certificate of Incorporation, the Board duly adopted the following resolution, effective [], 2024, designating a new series of Preferred Stock titled “Series A Cumulative Convertible Preferred Stock”:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board and pursuant to the provisions of the Certificate of Incorporation and the provisions of Section 151 of the DGCL, the Board hereby authorizes and creates a series of preferred stock, herein designated as the Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, which shall consist of seven hundred and ninety-five thousand, nine hundred and forty-six and eighty-five one-hundredths (795,946.85) of the ten million (10,000,000) shares of preferred stock which the Corporation now has authority to issue, and the Board hereby fixes the powers and preferences and the relative, participating, optional, special and other rights, if any, and the qualifications, limitations and restrictions, if any, of the Series A Cumulative Convertible Preferred Stock as follows:

“20% Approval Date” shall have the meaning set forth in Section 7(a)(i).

“20% Optional Conversion” shall have the meaning set forth in Section 7(a)(i).

“20% Optional Conversion Common Shares” shall have the meaning set forth in Section 7(a)(i).

“20% Optional Conversion Notice” shall have the meaning set forth in Section 7(a)(ii).

“Affiliate” means, as to any Person, any other Person that, directly or, through one or more intermediaries, is controlling, controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct, or cause the direction of, management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. For clarity, the Corporation and its Subsidiaries shall not be deemed to be Affiliates of a Holder or any of its Affiliates.

“Business Day” means any day on which the Class A Common Stock may trade on a Trading Market, or, if not admitted for trading, any day other than a Saturday, Sunday or any day that shall be a legal holiday or a day on which banking institutions in New York City are authorized or required by applicable law or other governmental action to close.

“Certificate of Designations” means this Certificate of Designations of Series A Cumulative Convertible Preferred Stock.

“Charter Amendment” means an amendment to the Corporation’s Certificate of Incorporation, to authorize and designate a new class of non-voting common stock titled “Class C Non-Voting Common Stock,” to be proposed to be adopted by the stockholders of the Corporation after the Original Issue Date.

“Conversion Date” has the meaning set forth in Section 7(b).

“Conversion Price” means $8.70,as such price may be adjusted pursuant to the provisions of Section 8.

“Corporation Conversion Notice” has the meaning set forth in Section 7(c).

“Corporation Conversion Right” has the meaning set forth in Section 7(c).

“Cumulative Class A Dividends” has the meaning set forth in Section 4(a).

“Declared Dividends” has the meaning set forth in Section 4(a).

“DTC” has the meaning set forth in Section 7(b).

“Excess Conversion Shares” has the meaning set forth in Section 7(c)(ii)(A).

“Excess Dividend Shares” has the meaning set forth in Section 4(d)(ii)(A).

(a)    a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Corporation, its Wholly-owned Subsidiaries and the employee benefit plans of the Corporation and its Wholly-owned Subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act that discloses that such person or group has become the direct or indirect Beneficial Owner of the Common Stock representing more than 50% of the voting power of the Common Stock;

(b) the consummation of (i) any recapitalization, reorganization, reclassification or change of all of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which all of the Common Stock is converted into, or exchanged for, stock, other securities, other property or assets; (ii) any share exchange, consolidation or merger of the Corporation or similar transaction pursuant to which all of the Common Stock will be converted into cash, securities or other assets; or (iii) any sale, lease, conveyance or other transfer or disposition in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, to any person or group other than any of the Corporation’s Wholly-owned Subsidiaries; provided, however, that a transaction described in clause (ii) in which the holders of all classes of the Corporation’s Common Stock immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common stock of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

(c)    the stockholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation; or

(d)    the Class A Common Stock (or other common stock underlying the Series A Preferred Stock) ceases to be listed or quoted on National Securities Exchange;

provided, however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by the common stockholders of the Corporation, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any National Securities Exchange or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Series A Preferred Stock become convertible into such consideration, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights. If any transaction occurs in which the Class A Common Stock is replaced by the securities of another entity, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of this definition, following the effective date of such transaction) references to the Corporation in this definition shall instead be references to such other entity.

“Holder” means a Person in whose name the shares of the Series A Preferred Stock are registered, which Person shall be treated by the Corporation as the absolute owner of the shares of Series A Preferred Stock for the purpose of making payment and settling conversions and for all other purposes; provided, that, to the fullest extent permitted by law, no Person that has received by transfer shares of Series A Preferred Stock in violation of this Certificate of Designations or any other agreement to which the Corporation is a party and by which the Holder is bound, including but not limited to the Investor Rights Agreement, shall be a Holder, and the Corporation shall not recognize any such Person as a Holder, and the Person in whose name the shares of the Series A Preferred Stock were registered immediately prior to such transfer shall remain the Holder of such shares.

“Investor Rights Agreement” means the Investor Rights Agreement dated as of [●], 2024 by and between the Corporation and Allianz Strategic Investments S.à.r.l., as it may be amended or modified from time to time.

“Junior Securities” means Capital Stock of the Corporation that, with respect to dividends and distributions upon Liquidation, ranks junior to the Series A Preferred Stock, including but not limited to Class A Common Stock, Class B Common Stock, Non-Voting Class C Common Stock, Series B Participating Convertible Preferred Stock and any other class or series of Capital Stock issued by the Corporation or any Subsidiary of the Corporation as of the Original Issue Date.

“Liquidation” means the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; provided, however, that a Change of Control, consolidation, merger or share exchange which does not involve a substantial distribution by the Corporation of cash or other property to the holders of Class A Common Stock shall not be deemed a Liquidation.

“Majority of the Series A Preferred Stock” means more than fifty (50%) percent of the then-outstanding shares of the Series A Preferred Stock.

“National Securities Exchange” means “National Securities Exchange” means the New York Stock Exchange, the Nasdaq or another U.S. national securities exchange registered with the SEC or other internationally recognized stock exchange in Canada, the United Kingdom or the European Union.

“Ownership Cap” means, with respect to any Holder, together with its Affiliates and any other Persons whose Beneficial Ownership of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, including Rule 13d-5, (a) unless and until the Stockholder Approval has been duly obtained, Beneficial Ownership equal to 19.9% of the issued and outstanding shares of Class A Common Stock plus Class B Common Stock (calculated as (i) the Maximum Potential Issuance, as that term is currently used by Nasdaq for purposes of Nasdaq Rule 5635 (ii) divided by the pre-transaction issued and outstanding shares of Class A Common Stock plus Class B Common Stock) as of the end of the Trading Day immediately preceding the Original Issue Date (i.e., [] shares of Class A Common Stock and [] shares of Class B Common Stock) (the “19.9% Cap”) or (b) at any time after the Stockholder Approval has been duly obtained, Beneficial Ownership equal to 24.9% of the issued and outstanding shares of Class A Common Stock plus Class B Common Stock (calculated as (i) the voting power of all securities issued or potentially issuable (ii) divided by the pre-transaction issued and outstanding shares of Class A Common Stock plus Class B Common Stock) as of the end of the Trading Day immediately preceding the Conversion Date or Dividend Payment Date, as applicable, (the “24.9% Cap”) in each case as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar transactions; provided that the 24.9% Cap may be waived without the further approval of stockholders of the Corporation if (i) the Board expressly authorizes such waiver and (ii) the Holder provides its written consent to the Corporation in respect of such waiver; provided, further, that such waiver shall only become effective once any required consents of customers of the Corporation and its Subsidiaries pursuant to the Investment Advisers Act of 1940 are obtained.

“Parity Securities” means Capital Stock of the Corporation that, with respect to dividends and distributions upon Liquidation, ranks on a parity basis with the Series A Preferred Stock, including the Series C Preferred Stock.

“Redemption Date” has the meaning set forth in Section 9(c).

“Redemption Price” has the meaning set forth in Section 9(a).

“Senior Securities” means Capital Stock of the Corporation that, with respect to dividends and distributions upon Liquidation, rank senior to the Series A Preferred Stock.

“Series A Preferred Stock” shall have the meaning set forth in Section 2.

“Stated Value” is an amount equal to one thousand dollars ($1,000) per share of Series A Preferred Stock.

“Stockholder Approval” means the approvals by the holders of Class A Common Stock and Class B Common Stock that are required under the listing standards of Nasdaq (and any successor thereto and any other Trading Market on which the Class A Common Stock is listed), including Nasdaq Stock Market Rule 5635(b) and Rule 5635(d), to approve the issuance of Class A Common Stock upon conversion or payment of dividends, as the case may be, of shares of the Series A Preferred Stock of the Corporation and the exercise of the Warrants (the “20% Approval”), and approval of the Charter Amendment, in each case subject to the minimum required approval pursuant to the Certificate of Incorporation, the Bylaws, Nasdaq or applicable law.

“Warrants” means the warrants issued on the Original Issue Date to one or more Holders.

Section 2.Designation and Number of Shares. The series of non-voting preferred stock created hereby shall be designated as the Corporation’s Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”) and the number of authorized shares so designated and constituting the Series A Preferred Stock shall be seven hundred and ninety-five thousand, nine hundred and forty-six and eighty-five one-hundredths (795,946.85) shares, which number may be increased or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board.

Section 3.Ranking. The Series A Preferred Stock will rank, with respect to dividends and distributions upon Liquidation: (a) on a parity basis with all Parity Securities; (b) junior to all Senior Securities and (c) senior to all Junior Securities.

(a)Dividends. The Holders shall be entitled to receive and the Corporation shall pay, if, as and when authorized and declared by the Board out of assets or funds of the Corporation legally available therefor, (i) at any time prior to the fifth anniversary of the Original Issue Date, (A) cumulative dividends (“Declared Dividends”), which shall accrue from day to day from and after the Original Issue Date (provided, that in the event any shares of Series A Preferred Stock are issued at a different date, the Declared Dividends shall accrue from day to day from and after such later issuance date), whether or not declared and whether or not there are funds legally available for the payment of dividends, at the rate per share of Series A Preferred Stock (as a percentage of the Stated Value) that is nine and seventy-five hundredths percent (9.75%) per annum (as adjusted pursuant to Section 4(c) below) (the “Dividend Rate”), payable semi-annually in arrears on the applicable Dividend Payment Date, and inclusive of dividends previously accrued but unpaid in shares of Series A Preferred Stock through any date of determination, including without limitation any Redemption Date, Conversion Date, date of Liquidation or date of Change of Control and (B) dividends on the Class A Common Stock, payable on each share of Series A Preferred Stock as if all shares of such Series A Preferred Stock held by the Holder had been converted into Class A Common in respect of the largest number of whole shares of Class A Common Stock into which all shares of Series A Preferred Stock (including Declared Dividends) held of record by such Holder is convertible pursuant to Section 7 herein as of the record date for such dividend or distribution or, if there is no specified record date, as of the date of such dividend or distribution and (ii) at any time from and after the fifth anniversary of the Original Issue Date, the greater of (A) Declared Dividends at the Dividend Rate, payable semi-annually in arrears on the applicable Dividend Payment Date, and inclusive of dividends previously accrued and payable in shares of Series A Preferred Stock and (B) dividends on the Class A Common Stock, payable on each share of Series A Preferred Stock as if all shares of such Series A Preferred Stock held by the Holder had been converted into Class A Common in respect of the largest number of whole shares of Class A Common Stock into which all shares of Series A Preferred Stock (including Declared Dividends) held of record by such Holder is convertible pursuant to Section 7 herein as of the record date for such dividend or distribution or, if there is no specified record date, as of the date of such dividend or distribution. Declared Dividends will be payable to Holders of record as they appear in the shareholder records of the Corporation as of the end of the Trading Day immediately preceding the applicable record date designated by the Board for the payment of Declared Dividends, which such date shall be not more than thirty (30) or fewer than ten (10) days prior to the applicable Dividend Payment Date.

(b)Priority of Dividends. So long as any share of Series A Preferred Stock remains outstanding, unless full accrued dividends on all outstanding shares of Series A Preferred Stock through and including the most recent Declared Dividends have been issued in the form set forth in Section 4(d), no dividend may be declared or paid or set aside for payment, and no distribution may be made, on any Junior Securities, other than a dividend payable solely in stock that ranks junior to the Series A Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

(c)Dividend Rate Adjustments. For so long as the Class A Common Stock is traded on a Trading Market, the Dividend Rate shall adjust annually as follows, based on the arithmetic average of the VWAPs for each of the Trading Days in the period commencing on the first Trading Day of the Corporation’s fiscal fourth quarter for the most recently completed fiscal year immediately preceding the Dividend Payment Date and ending on the last Trading Day of such fiscal quarter; provided, that in no event shall the Dividend Rate exceed nine and seventy-five hundredths percent (9.75%) per annum. If the Class A Common Stock is not traded on a Trading Market, the Dividend Rate shall be nine and seventy-five hundredths percent (9.75%) per annum:

(d)Form of Dividends. The Corporation shall pay (x) fifty percent (50%) of Declared Dividends in additional shares of Series A Preferred Stock, and the number of such additional shares of Series A Preferred Stock to be issued shall be equal to the quotient of (A) the dollar amount equal to fifty percent (50%) of the Declared Dividend being paid, divided by (B) the Stated Value per share and (y) subject to Section 4(f), fifty percent (50%) of Declared Dividends in shares of Class A Common Stock, and the number of such shares of Class A Common Stock to be issued shall be equal to the quotient of (I) the dollar amount equal to fifty percent (50%) of the Declared Dividend being paid, divided by (II) the arithmetic average of the VWAPs for each of the Trading Days in the period commencing thirty (30) Trading Days immediately preceding the Dividend Payment Date.

(e)Dividend Calculations. Dividends on the Series A Preferred Stock shall accrue on the basis of a 360-day year, consisting of twelve (12), thirty (30) calendar day periods, and shall accrue as specified in Section 4(a), and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other fund of the Corporation legally available for the payment of dividends.

(f)Beneficial Ownership Limitation. Notwithstanding anything in this Certificate of Designations to the contrary, no Holder shall have the right to acquire or be issued shares of Class A Common Stock, whether pursuant to a purchase, dividend, conversion, issuance or otherwise, and the Corporation shall not effect any dividend of the Series A Preferred Stock or otherwise issue shares of Class A Common Stock to a Holder, in each case to the extent that after giving effect to such purchase, dividend, conversion or issuance, the Beneficial Ownership of the Holder (together with the Holder’s Affiliates and any other Persons whose Beneficial Ownership of Class A Common Stock would be aggregated with the Holder’s Beneficial Ownership for purposes of Section 13(d) of the Exchange Act) would exceed the Ownership Cap. In the event payment of Declared Dividends in Class A Common Stock pursuant to Section 4(d)(y) above would cause a Holder’s Beneficial Ownership to exceed the Ownership Cap, then:

(i)first, the Corporation shall issue to the Holder, pursuant to Section 4(d)(y), a number of shares of Class A Common Stock, rounded up to the nearest whole number, that would cause such Holder’s Beneficial Ownership to equal, but not exceed, the Ownership Cap; and

(ii)second:

(A)following the Stockholder Approval relating to the Charter Amendment, the Corporation shall issue to the Holder shares of Non-Voting Class C Common Stock in an amount equal to (x) the number of shares of Class A Common Stock to be issued pursuant to Section 4(d)(y) (but for the operation of the Ownership Cap) less the number of shares of Class A Common Stock actually issued pursuant to Section 4(f)(i) (the “Excess Dividend Shares”); or

(B)to the extent the Stockholder Approval relating to the Charter Amendment has not been received, then the Corporation shall issue to the Holder shares of Series B Preferred Stock in an amount equal to the number of Excess Dividend Shares.

To the extent that the limitation contained in this Section 4(f) applies, the determination of whether payment of Declared Dividends would cause a Holder’s Beneficial Ownership to exceed the Ownership Cap and the number of shares of Class A Common Stock, if any, that may be issued pursuant to this Section 4(f) (taking into account (i) the rules and regulations of Nasdaq and (ii) other securities owned by such Holder, its Affiliates and any other Persons whose Beneficial Ownership of Class A Common Stock would be aggregated with the Holder’s Beneficial Ownership for purposes of Section 13(d), as applicable) shall be calculated by the Corporation and such calculation shall be shared with the Holder; provided, that the Corporation shall be permitted to rely on all information provided by the Holder, and the Corporation shall have no obligation to verify or confirm the accuracy of such information. In addition, group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(a)Except as required by applicable law or as expressly set forth in this Section 5, the Holders shall not have voting rights with respect to the Series A Preferred Stock and shall not be entitled to vote on any matters presented to stockholders of the Corporation.

(b)In addition to any vote required by applicable law, the consent of Holders owning at least a Majority of the Series A Preferred Stock, voting separately as a single class with one (1) vote per share of Series A Preferred Stock, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such Holders called for such purpose, shall be necessary to:

(i)authorize, create or issue, or increase the number of authorized or issued shares of, or reclassify any security into, any Parity Securities or Senior Securities; or

(ii)amend, alter or repeal any provision of this Certificate of Designations, the Certificate of Incorporation, or the Bylaws in a manner adverse to the rights, preferences or privileges of the Series A Preferred Stock.

Section 6.Liquidation. In the event of any Liquidation, after payment or provision for payment by the Corporation of the debts and other liabilities of the Corporation, each Holder shall be entitled to receive, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Securities and pari passu with any Parity Securities then outstanding, an amount in cash for each share of then outstanding Series A Preferred Stock held by such Holder equal to the greater of (a) the Stated Value per share plus accrued and unpaid dividends, whether or not declared (the “Liquidation Preference”), and (b) the amount the Holder would have received if the Holder had converted all outstanding shares of the Series A Preferred Stock into Class A Common Stock in accordance with the provisions of Section 7(b) hereof, in each case as of the Business Day immediately preceding the date of such Liquidation, before any distribution shall be made to the holders of any Junior Securities upon or in connection with the Liquidation of the Corporation. In case the assets of the Corporation available for payment to the Holders are insufficient to pay the full outstanding shares of Series A Preferred Stock in the amounts to which the Holders of such shares are entitled pursuant to this Section 6, then the amounts distributed to the Holders of Series A Preferred Stock and to the holders of all Parity Securities shall be distributed ratably among the Holders of the Series A Preferred Stock and the holders of all Parity Securities, based upon the aggregate amount due on such shares upon Liquidation.

Section 7.Conversion

(a)20% Approval Optional Conversion.

(i)Effective as of the date the 20% Approval has been duly obtained (the “20% Approval Date”), solely at the Holder’s election, a portion of each Holder’s Series A Preferred Stock shall, without the payment of additional consideration by the Holder thereof, be convertible into the number of shares of Class A Common Stock equal to the quotient of (i) the Stated Value of the shares of Series A Preferred Stock to be converted, divided by (ii) the Conversion Price (the “20% Optional Conversion”), and the Corporation shall issue to the Holder, a number of shares of Class A Common Stock, up to the amount that would cause each Holder’s Beneficial Ownership to equal, but not exceed, the Ownership Cap (the “20% Optional Conversion Common Shares”).

(ii)If the Holder elects to convert a portion of its Series A Preferred Stock pursuant to the 20% Optional Conversion, it shall provide the Corporation with written notice of its election, within fifteen (15) Business Days following the 20% Approval Date, along with the number of shares of Series A Preferred Stock which the Holder intends to convert (the “20% Optional Conversion Notice”). The Corporation shall, within five (5) Business Days of the receipt of the 20% Optional Conversion Notice, confirm to the Holder in writing the number of shares of Class A Common Stock into which the Holder’s Series A Preferred Stock is to be converted. Upon delivery to a Holder of (x) a certificate evidencing the number of shares of Class A Common Stock set forth in the 20% Optional Conversion Notice, (y) evidence of such conversion in book entry form through electronic delivery to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization or (z) a book entry credit on the direct registration system of the Corporation’s transfer agent, in each case where the legends set forth in Section 12(a)(i) below are affixed or recorded in any such book entry, except to the extent such 20% Optional Conversion Common Shares may be issued free of restrictive legends pursuant to Section 12(a)(ii) below, the Holder’s Series A Preferred Stock to be converted shall be automatically cancelled and shall thereafter cease to represent any entitlement or equity interest in the Corporation.

(b)Conversions at Option of Holder. At any time following the second (2nd) anniversary of the Original Issue Date, each share of Series A Preferred Stock still outstanding shall be convertible at the election of the Holder thereof, and without the payment of additional consideration by the Holder thereof, into a number of shares of Class A Common Stock of the Corporation equal to the quotient of (i) the Stated Value of the shares of Series A Preferred Stock to be converted, divided by (ii) the Conversion Price. A Holder shall effect a conversion by providing the Corporation (whether via electronic mail or otherwise) a written conversion notice in the form attached hereto as Annex A (a “Notice of Conversion”) executed by the Holder. Any Notice of Conversion delivered by mail shall be conclusively presumed to have been duly given, whether or not the Corporation receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to the Corporation shall not affect the validity of the proceedings for the conversion of any other shares of Series A Preferred Stock. Each Notice of Conversion shall specify the number of shares of Series A Preferred Stock to be converted, the number of shares of Series A Preferred Stock owned prior to the conversion at issue, the number of shares of Series A Preferred Stock owned subsequent to the conversion at issue, and the date on which such conversion is to be effected (the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be three (3) Trading Days immediately following the date that such Notice of Conversion is received by the Corporation. Upon delivery to a Holder of (x) a certificate evidencing the number of shares of Class A Common Stock set forth in the Notice of Conversion, (y) evidence of such conversion in book entry form through electronic delivery to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization or (z) a book entry credit on the direct registration system of the Corporation’s transfer agent, in each case where the legends set forth in Section 12(a)(i) below are affixed or recorded in any such book entry, except to the extent such shares of Class A Common Stock may be issued free of restrictive legends pursuant to Section 12(a)(ii) below, the Holder’s Series A Preferred Stock shall be automatically cancelled and shall thereafter cease to represent any entitlement or equity interest in the Corporation.

(c)Mandatory Conversion by the Corporation. At any time (i) following the third (3rd) anniversary of the Original Issue Date, (ii) to the extent the VWAP is at least equal to one hundred seventy-five percent (175%) of the Conversion Price (as such Conversion Price may be adjusted pursuant to the provisions of Section 8) on each of at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days commencing following the third (3rd) anniversary of the Original Issue Date and (iii) receipt of the 20% Approval, the Corporation shall have the right, without the consent of or any action by or on behalf of any Holder, and solely without the payment of additional consideration by the Holder thereof, to cause all or any portion of the Holder’s then-outstanding shares of Series A Preferred Stock, to be converted into the number of shares of Class A Common Stock equal to the quotient of (i) the Stated Value of the shares of Series A Preferred Stock to be converted, divided by (ii) the Conversion Price (the “Corporation Conversion Right”). In the event the Corporation elects to exercise the Corporation Conversion Right, the Corporation shall provide each subject Holder of the then-outstanding Series A Preferred Stock with written notice of its intention to cause the conversion of the Series A Preferred Stock, within thirty (30) days following the completion of the applicable Trading Period (the “Corporation Conversion Period”), along with (1) the effective Conversion Date of the Corporation Conversion Right which such Conversion Date shall be no sooner than fifteen (15) Trading Days following the completion of the applicable Trading Period, (2) the applicable Conversion Price and (3) the number of shares of Class A Common Stock into which the Holder’s Series A Preferred Stock is to be converted (the “Corporation Conversion Notice”). Upon delivery to a Holder of (x) a certificate evidencing the number of shares of Class A Common Stock set forth in the Corporation Conversion Notice, (y) evidence of such conversion in book entry form through electronic delivery to the Holder’s account at DTC or a similar organization or (z) a book entry credit on the direct registration system of the Corporation’s transfer agent, in each case where the legends set forth in Section 12(a)(i) below are affixed or recorded in any such book entry, except to the extent such 20% Optional Common Shares may be issued free of restrictive legends pursuant to Section 12(a)(ii) below, the Holder’s Series A Preferred Stock shall be automatically cancelled and shall thereafter cease to represent any entitlement or equity interest in the Corporation. If the Corporation does not exercise a Corporation Conversion Right during the Corporation Conversion Period, then the restrictions provided for in this Section 7(c) shall again become effective, and no Corporation Conversion Right may be exercised unless and until the VWAP per share of Class A Common Stock is again at least equal to one hundred fifty percent (150%) of the Conversion Price (as such Conversion Price may be adjusted pursuant to the provisions of Section 8) on each of at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days.

(d)Beneficial Ownership Limitation. Notwithstanding anything in this Certificate of Designations to the contrary, no Holder shall have the right to acquire or be issued shares of Class A Common Stock, whether pursuant to a purchase, dividend, conversion, issuance or otherwise, and the Corporation shall not effect any conversion of the Series A Preferred Stock, whether pursuant to a Notice of Conversion or Corporation Conversion Notice, or otherwise issue shares of Class A Common Stock to a Holder, in each case to the extent that after giving effect to such purchase, dividend, conversion or issuance, the Beneficial Ownership of the Holder (together with the Holder’s Affiliates and any other Persons whose Beneficial Ownership of Class A Common Stock would be aggregated with the Holder’s Beneficial Ownership for purposes of Section 13(d) of the Exchange Act) would exceed the Ownership Cap. In the event the issuance of Class A Common Stock pursuant to Section 7(b) or Section 7(c) above would cause a Holder’s Beneficial Ownership to exceed the Ownership Cap, then:

(i)first, the Corporation shall issue to the Holder, pursuant to Section 7(b) or, in the event the Corporation elects to exercise the Corporation Conversion Right, Section 7(c), a number of shares of Class A Common Stock, rounded up to the nearest whole number, that would cause such Holder’s Beneficial Ownership to equal, but not exceed, the Ownership Cap; and

(ii)second:

(A)following the Stockholder Approval relating to the Charter Amendment, the Corporation shall issue to the Holder shares of Non-Voting Class C Common Stock in an amount equal to (x) the number of shares of Class A Common Stock to be issued pursuant to the Notice of Conversion delivered pursuant to Section 7(b) or, in the event the Corporation elects to exercise the Corporation Conversion Right, pursuant to the Corporation Conversion Notice pursuant to Section 7(c) (but for the operation of the Ownership Cap), less the number of shares of Class A Common Stock issued to such Holder pursuant to Section 7(d)(i) (the “Excess Conversion Shares”); or

(B)to the extent the Stockholder Approval relating to the Charter Amendment has not been received, then the Corporation shall issue to the Holder shares of Series B Preferred Stock in an amount equal to the number of Excess Conversion Shares.

To the extent that the limitation contained in this Section 7(d) applies, the determination of whether the issuance of Class A Common Stock in connection with a conversion would cause a Holder’s Beneficial Ownership to exceed the Ownership Cap and the number of shares of Class A Common Stock, if any, that may be issued (taking into account (i) the rules and regulations of Nasdaq and (ii) other securities owned by such Holder, its Affiliates and any other Persons whose beneficial ownership of Class A Common Stock would be aggregated with the Holder’s Beneficial Ownership for purposes of Section 13(d), as applicable) shall be calculated by the Corporation and such calculation shall be shared with the Holder; provided, that the Corporation shall be permitted to rely on all information provided by the Holder, and the Corporation shall have no obligation to verify or confirm the accuracy of such information.

In addition, group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(e)Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will reserve and keep available out of its authorized and unissued shares of Class A Common Stock, Non-Voting Class C Common Stock and Series B Preferred Stock solely for the purpose of issuance upon conversion of the Series A Preferred Stock, not less than such number of shares of the Class A Common Stock, Non-Voting Class C Common Stock or Series B Preferred Stock as shall be issuable (taking into account the adjustments and restrictions of Section 8) upon the conversion of all outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Class A Common Stock, Non-Voting Class C Common Stock and Series B Preferred Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, and nonassessable.

Section 8.Certain Adjustments and Other Rights.

(a)General. The Conversion Price will be subject to adjustment, without duplication, upon the occurrence of the following events, except that the Corporation shall not make any adjustment to the Conversion Price to the extent the Series A Preferred Stock participates on an as-converted basis with respect to any dividend, distribution, issuance or other payment set forth in this Section 8 or if Holders of the Series A Preferred Stock otherwise participate, at the same time and upon the same terms as holders of Class A Common Stock and solely as a result of holding shares of Series A Preferred Stock, in any transaction described in this Section 8(a), without having to convert their Series A Preferred Stock, as if they held a number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock into which the shares of Series A Preferred Stock held by such Holder are convertible pursuant to Section 7(b) or Section 7(c) (determined without regard to any of the limitations on convertibility contained therein):

(i)The issuance of Class A Common Stock as a dividend, or distribution to all or substantially all holders of Class A Common Stock, or a subdivision or combination of Class A Common Stock or a reclassification of Class A Common Stock into a greater or lesser number of shares of Class A Common Stock, in which event the Conversion Price shall be adjusted based on the following formula:

where:

CP1 = the new Conversion Price in effect immediately after the close of business on (i) the record date for such dividend or distribution, or (ii) the effective date of such subdivision, combination or reclassification;

CP0 = the Conversion Price in effect immediately prior to the close of business on (i) the record date for such dividend or distribution, or (ii) the effective date of such subdivision, combination or reclassification;

OS0 = the number of shares of Class A Common Stock outstanding immediately prior to the close of business on (i) the record date for such dividend or distribution or (ii) the effective date of such subdivision, combination or reclassification, in each case without giving effect to such dividend, distribution, subdivision, combination or reclassification, as applicable; and

Any adjustment made pursuant to this Section 8(a)(i) shall be effective immediately after the close of business on the record date for such dividend or distribution, or on the effective date of such subdivision, combination or reclassification. If any such event is announced or declared but does not occur, the Conversion Price shall be readjusted, effective as of the date the Board irrevocably announces that such event shall not occur, to the Conversion Price that would then be in effect if such event had not been declared.

(ii)The dividend, distribution or other issuance to all or substantially all holders of Class A Common Stock of rights (other than rights, options or warrants distributed in connection with a stockholder rights plan), options or warrants (including convertible securities) entitling them to subscribe for or purchase shares of Class A Common Stock at a price per share that is less than the Closing Price as of the Trading Day immediately preceding the Ex-Dividend Date for such issuance, in which event the Conversion Price shall be adjusted based on the following formula:

where:

CP1 = the new Conversion Price in effect immediately after the close of business on the record date for such dividend, distribution or issuance;

CP0 = the Conversion Price in effect immediately prior to the close of business on the record date for such dividend, distribution or issuance;

For purposes of this Section 8(a)(ii), in determining whether any rights, options or warrants entitle the holders to purchase the Class A Common Stock at a price per share that is less than the Closing Price as of the Trading Day immediately preceding the Ex-Dividend Date for such dividend, distribution or issuance, there shall be taken into account any consideration the Corporation receives for such rights, options or warrants, and any amount payable on exercise thereof, with the value of such consideration, if other than cash, to be the Fair Market Value thereof, as reasonably determined in good faith by the Board.

Any adjustment made pursuant to this clause (ii) shall become effective immediately following the close of business on the record date for such dividend, distribution or issuance.

In the event that such rights, options or warrants are not so issued, the Conversion Price shall be readjusted, effective as of the date the Board publicly announces its decision not to issue such rights, options or warrants, to the Conversion Price that would then be in effect if such dividend, distribution or issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Class A Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, the Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made upon the dividend, distribution or issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Class A Common Stock actually delivered.

(iii)If the Corporation distributes shares of its Capital Stock, evidences of its indebtedness, other assets (including cash) or property of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities to all or substantially all holders of Class A Common Stock, excluding:

(A)dividends or distributions as to which adjustment is required to be effected pursuant to Section 8(a)(i) or (ii) above;

(B)rights issued to all holders of the Class A Common Stock pursuant to a rights plan, where such rights are not presently exercisable, trade with the Class A Common Stock and the plan provides that the holders of shares of Series A Preferred Stock will receive such rights along with any Class A Common Stock received upon conversion of the Series A Preferred Stock;

(C)dividends or distributions in which Series A Preferred Stock participates on an as-converted basis; and

(D)Spin-Offs described below in this clause (iii),

then the Conversion Price shall be decreased based on the following formula:

where,

CP1 =    the Conversion Price in effect immediately after the open of business on the Ex-Dividend Date for such distribution;

CP0 = the Conversion Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; Any decrease made under the portion of this clause (iii) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution.

If such distribution is not so paid or made, the Conversion Price shall be increased to be the Conversion Price that would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing decrease, each Holder of shares of Series A Preferred Stock shall receive at the same time and upon the same terms as holders of shares of Class A Common Stock without having to convert its Series A Preferred Stock, the amount and kind of the Capital Stock, evidences of the Corporation’s indebtedness, other assets (including cash) or property of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities of the Corporation that such Holder would have received as if such Holder owned a number of shares of Class A Common Stock into which the share of Series A Preferred Stock was convertible at the Conversion Price in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this clause (d) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Closing Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

With respect to an adjustment pursuant to this clause (iii) where there has been a payment of a dividend or other distribution on the Class A Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation that will be, upon distribution, listed on a U.S. national or regional securities exchange (a “Spin-Off”), the Conversion Price shall be decreased based on the following formula:

where,

CP1 =    Conversion Price in effect immediately after the end of the Valuation Period;

CP0 =    the Conversion Price in effect immediately prior to the end of the Valuation Period;

FMV = the average of the Closing Prices of the Equity Securities or similar equity interest distributed to holders of the Class A Common Stock applicable to one share of the Class A Common Stock (determined by reference to the definition of Closing Price as set forth as if references therein to Class A Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

Any adjustment to the Conversion Price under the preceding paragraph of this clause (iii) shall be made immediately after the close of business on the last Trading Day of the Valuation Period. If the Conversion Date for any share of Series A Preferred Stock to be converted occurs on or during the Valuation Period, then, notwithstanding anything to the contrary in this Certificate of Designations, the Corporation will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last Trading Day of the Valuation Period.

Notwithstanding the foregoing, if the “FMV” (as defined above) is equal to or greater than the VWAP of the Class A Common Stock over the Valuation Period, in lieu of the foregoing decrease, each Holder of shares of Series A Preferred Stock shall receive at the same time and upon the same terms as holders of shares of Class A Common Stock without having to convert its shares of Series A Preferred Stock, the amount and kind of Capital Stock or similar equity interest that such Holder would have received as if such Holder owned a number of shares of Class A Common Stock into which the Series A Preferred Stock was convertible at the Conversion Price in effect on the Ex-Dividend Date for the distribution.

(iv)If the Corporation or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Class A Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Class A Common Stock exceeds the average of the Closing Prices of the Class A Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), the Conversion Price shall be decreased based on the following formula:

where,

CP1 =    the Conversion Price in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;

CP0 =    the Conversion Price in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;

SP1 = the average of the Closing Prices of the Class A Common Stock of over the ten (10) consecutive Trading Day period (the “Tender/ Exchange Offer Valuation Period”) beginning on, and including, the Trading Day next succeeding the Expiration Date;

Provided, however, that the Conversion Price will in no event be adjusted up pursuant to this Section 8(a)(iv). The adjustment to the Conversion Price pursuant to this Section 8(a)(iv) will be calculated as of the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date. If the Conversion Date for any share of Series A Preferred Stock to be converted occurs on or during the Expiration Date or during the Tender/Exchange Offer Valuation Period, then, notwithstanding anything to the contrary in this Certificate of Designations, the Corporation will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last Trading Day of the Tender/Exchange Offer Valuation Period.

(v)If there shall occur any reclassification, statutory share exchange, reorganization, recapitalization, consolidation or merger involving the Corporation with or into another Person in which the Class A Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (excluding a merger solely for the purpose of changing the Corporation’s jurisdiction of incorporation) including a Fundamental Change (without limiting the rights of the Holders of Series A Preferred Stock with respect to any Fundamental Change) (a “Reorganization Event”), then, subject to Section 6 and, unless otherwise provided in Section 11, following any such Reorganization Event, each share of Series A Preferred Stock shall remain outstanding and be convertible into the number, kind and amount of securities, cash or other property which a Holder of such share of Series A Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series A Preferred Stock into the applicable number of shares of Class A Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 8(a)(v) set forth with respect to the rights and interest thereafter of the holders of Series A Preferred Stock, to the end that the provisions set forth in this Section 8(a)(v) (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. Without limiting the Corporation’s obligations with respect to a Fundamental Change, the Corporation (or any successor) shall, no less than twenty (20) calendar days prior to the occurrence of any Reorganization Event, provide written notice to the holders of Series A Preferred Stock of the expected occurrence of such event and of the kind and amount of the cash, securities or other property that each share of Series A Preferred Stock is expected to be convertible into under this Section 8(a)(v). Failure to deliver such notice shall not affect the operation of this Section 8(a)(v). The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless, to the extent that the Corporation is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

(vi)To the extent that any stockholders’ rights plan adopted by the Corporation is in effect upon conversion of the shares of Series A Preferred Stock, the holders of shares of Series A Preferred Stock will receive, in addition to any Class A Common Stock due upon conversion, the appropriate number of rights, if any, under the applicable rights agreement (as the same may be amended from time to time). However, if, prior to any conversion, the rights have separated from the shares of the Class A Common Stock in accordance with the provisions of the applicable stockholders’ rights plan, the Conversion Price will be adjusted at the time of separation as if the Corporation distributed to all holders of the Class A Common Stock, shares of Capital Stock, evidences of Indebtedness, securities, assets or property as described in clause (iii) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(b)Adjustment Upon Make-Whole Fundamental Change.

(i)If the Event Effective Date of a Make-Whole Fundamental Change occurs at any time prior to the fifth anniversary of the Original Issue Date and a Holder of shares of Series A Preferred Stock elects to convert any or all of its shares of Series A Preferred Stock in connection with such Make-Whole Fundamental Change, the Corporation shall, in addition to the shares of Common Stock otherwise issuable upon conversion of such shares of Series A Preferred Stock, issue an additional number of shares of Common Stock (the “Additional Shares”) upon surrender of such shares of Series A Preferred Stock for conversion as described in this Section 8(b). A conversion of shares of Series A Preferred Stock shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Corporation during the period from the open of business on the Event Effective Date of the Make-Whole Fundamental Change to the date that is twenty (20) Trading Days following the Event Effective Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Event Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).

(ii)The number of Additional Shares, if any, issuable in connection with a Make-Whole Fundamental Change shall be determined by reference to the table below, based on:

(A)the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Event Effective Date”) and

(B)the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change, as described in the succeeding paragraph (the “Stock Price”).

If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share.

Otherwise, the Stock Price shall be the average of the Closing Prices per share of the Class A Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Event Effective Date of the Make-Whole Fundamental Change. The Board shall make appropriate adjustments to the Stock Price, in its reasonable and good faith determination, to account for any adjustment to the Conversion Price that becomes effective, or any event requiring an adjustment to the Conversion Price where the Ex-Dividend Date, effective date or expiration date of the event occurs during such five Trading Day period.

(i)The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Price is otherwise adjusted. The adjusted Stock Prices shall equal (A) the Stock Prices applicable immediately prior to such adjustment, multiplied by (B) a fraction, the numerator of which is the Conversion Price immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Price as so adjusted. The Additional Shares issuable upon conversion set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Price as set forth in this Section 8 (b).

(ii)The following table sets forth the number of Additional Shares issuable upon conversion of Series A Preferred Stock pursuant to this Section Section 8(b) for each Stock Price and Event Effective Date set forth below:

(C)if the Stock Price is between two Stock Prices in the table or the Event Effective Date is between two Event Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Event Effective Dates in the table above, as applicable, based on a 365- or 366-day year, as the case may be;

(D) if the Stock Price is greater than $200 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be issued; and

(E)if the Stock Price is less than $5.82 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be issued.

(iii)Nothing in this Section 8(b) shall prevent any other adjustment to the Conversion Price pursuant to this Section 8(b) in respect of a Make-Whole Fundamental Change.

(iv)Upon the occurrence of an Event Effective Date with respect to any Make-Whole Fundamental Change, the Corporation shall notify holders of Series A Preferred Stock in writing of the Event Effective Date of any Make-Whole Fundamental Change and the current Conversion Price of the Series A Preferred Stock.

(c)Calculations. All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/1,000th of a share, as the case may be. The number of shares of Class A Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation. For purposes of this Section 8, the number of shares of Class A Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Class A Common Stock (excluding treasury shares, if any) actually issued and outstanding. Notwithstanding anything to the contrary, in no case will any adjustment be made if it would result in an increase to the then effective Conversion Price.

(d)Condition. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 8, the Corporation shall take any action which may be necessary, including obtaining regulatory or stockholder approvals or exemptions, in order that the Corporation may thereafter validly and legally issue as fully paid and nonassessable all shares of Class A Common Stock that the Holder is entitled to receive upon exercise of the Series A Preferred Stock pursuant to this Section 8.

(e)Successive Adjustments. Any adjustments pursuant to this Section 8 shall be made successively whenever an event referred to herein shall occur. If an adjustment in Conversion Price made hereunder would reduce the Conversion Price to an amount below par value of the Class A Common Stock, then such adjustment in Conversion Price made hereunder shall reduce the Conversion Price to the par value of the Class A Common Stock.

(f)No Adjustment. Except as otherwise provided in this Section 8, the Conversion Price will not be adjusted for the issuance of Class A Common Stock or any securities convertible into or exchangeable for Class A Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Class A Common Stock. For the avoidance of doubt, no adjustment to the Conversion Price will be made:

(i)upon the issuance of any shares of Class A Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Class A Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions;

(ii)upon the issuance of any shares of Class A Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs;

(iii)upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security, including the Series A Preferred Stock; or

(iv)for a change in the par value of the Class A Common Stock.

(g)Notice. Whenever the Conversion Price is adjusted as provided under this Section 8, the Corporation shall, within ten (10) Business Days following the occurrence of an event that requires such adjustment, compute the adjusted Conversion Price in accordance with this Section 8 and provide a written notice to the Holders of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Conversion Price was determined and setting forth such applicable adjusted Conversion Price.

(a)Put Right. At any time following the thirtieth (30th) anniversary of the Original Issue Date (the “Redemption Restriction Period”), upon the request of any Holder, the Corporation shall redeem (unless otherwise prevented by law) any portion of such Holder’s Beneficially Owned Series A Preferred Stock for an amount per share in cash equal to the Liquidation Preference calculated as of the Redemption Date (the “Redemption Price”).

(b)Call Right. At any time following the Redemption Restriction Period, at the Corporation’s election, the Corporation may redeem in full but not in part (unless otherwise prevented by law) all of the Series A Preferred Stock for an amount per share in cash equal to the Redemption Price. Notice of any redemption pursuant to the foregoing sentence (a “Redemption Notice”) shall be given by electronic mail or otherwise addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such Redemption Notice shall be at least thirty (30) days and not more than sixty (60) days before the date fixed for redemption. Any Redemption Notice delivered by mail shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock. Notwithstanding the foregoing, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility. Each such notice given to a Holder shall state: (1) the Redemption Date; (2) the Redemption Price; and (3) that dividends will cease to accrue on the Redemption Date.

(c)Redemption Mechanics.

(i)With respect to redemptions pursuant to Section 9(a) or Section 9(b), the Corporation shall determine the redemption date (the “Redemption Date”); provided, however, that such date must be no more than thirty 30 days following delivery of the Redemption Notice. Upon the Redemption Date, the Corporation shall promptly pay the Holders the Redemption Price.

(ii)Prior to a Redemption Date pursuant to Section 9(a) or Section 9(b), the Corporation shall deposit all funds necessary for payment of the aggregate Redemption Price of all shares of Series A Preferred Stock not yet redeemed or converted with a bank or trust corporation, separate and apart from its other assets, having aggregate capital and surplus in excess of $100,000,000 as a trust fund for the benefit of the respective Holders, with irrevocable instructions and authority to the bank or trust corporation to pay the Redemption Price for such shares to their respective Holders upon the Redemption Date. As of the Redemption Date, the shares shall be redeemed and shall be deemed to be no longer outstanding, and the Holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto except the rights to receive from the bank or trust corporation payment of the Redemption Price of the shares, without interest, upon the Redemption Date. Such instructions shall also provide that any moneys deposited by the Corporation pursuant to this Section 9(c) for the redemption of shares converted into shares of Class A Common Stock pursuant to this Certificate of Designations subsequent to the deposit, shall be returned to the Corporation forthwith upon such conversion. The balance of any moneys deposited by the Corporation pursuant to this Section 9(c) remaining unclaimed at the expiration of one (1) year following the Redemption Date shall thereafter be returned to the Corporation upon its request.

(iii)If the assets of the Corporation legally available or available without breach of any credit agreement to which the Corporation is then a party (after taking into account all available payment baskets under such agreement) for redemption are insufficient to pay the Holders of outstanding shares of Series A Preferred Stock the full amounts to which they are entitled, such Holders shall share ratably according to the respective amounts which would be payable in respect of such shares to be redeemed by the Holders thereof, if all amounts payable on or with respect to such shares were paid in full and, following the Redemption Date, at any time and from time to time when additional assets of the Corporation become legally available to redeem the remaining shares, the Corporation shall use such assets to pay the remaining balance of the aggregate Redemption Price, as applicable.

(iv)If, on any Redemption Date, all of the shares elected to be redeemed pursuant to such redemption are not redeemed in full by the Corporation by paying the entire applicable Redemption Price then, until such shares are fully redeemed and the aggregate Redemption Price is paid in full, all of the unredeemed shares shall remain outstanding and continue to have the rights, preferences and privileges expressed herein, including the accrual and accumulation of dividends thereon as provided in Section 4; provided that the applicable Dividend Rate on all of the unredeemed shares shall automatically increase by 2.00% per annum on (and effective as of) the applicable Redemption Date and shall continue to be 15% per annum until such time as the full Redemption Price, as applicable, has been paid in full in respect of all shares to be redeemed.

(a)In connection with a Change of Control pursuant to which the holders of Class A Common Stock are entitled to receive consideration in cash, securities or other assets with respect to, or in exchange for, shares of Class A Common Stock, at the Holder’s election (a “Change of Control Election”) and effective as of immediately prior to the Change of Control, (i) the shares of Series A Preferred Stock shall be deemed to have been converted in full into shares of Class A Common Stock at a price per share equal to the Conversion Price and each Holder shall be entitled to receive on the effective date of such Change of Control (the “Change of Control Effective Date”), for each share of Class A Common Stock deemed to have been acquired in such conversion, the Change of Control Consideration (as defined below) or (ii) such Holder shall be entitled to receive, before any distribution or payment of the Change of Control Consideration may be made to or set aside for the holders of any Junior Securities, an amount in cash for each share of then outstanding Series A Preferred Stock held by such Holder equal to the Liquidation Preference as of the Business Day immediately preceding the date of such Change of Control Effective Date. At such time as the Corporation has paid the Change of Control Consideration or Liquidation Preference, as the case may be, or deposited an amount equal to the Change of Control Consideration or Liquidation Preference, as the case may be, in respect of a share of Series A Preferred Stock with its transfer agent, such share of Series A Preferred Stock shall be automatically cancelled and shall thereafter cease to represent any entitlement or equity interest in the Corporation.

(b)On or before the twentieth (20th) Business Day prior to the Change of Control Effective Date (or, if later, promptly after the Corporation discovers that a Change of Control has occurred or may occur), a written notice (the “Change of Control Notice”) shall be sent by or on behalf of the Corporation to the Holders as they appear in the records of the Corporation, which notice shall contain (i) the anticipated Change of Control Effective Date, or date on which the Change of Control has occurred, (ii) the calculation of the consideration that would be payable to such Holder on the Change of Control Effective Date (provided that in no event shall such consideration on a per share basis be less than, or in a different form than, the consideration that would be payable to any holder of Class A Common Stock on a per share basis) (the “Change of Control Consideration”), (iii) the calculation of the Liquidation Preference that would be payable to such Holder on the Change of Control Effective Date, and (iv) the instructions a Holder must follow to receive the Change of Control Consideration or Liquidation Preference, as the case may be, in connection with such Change of Control.

(c)Contemporaneously with the closing of any Change of Control, the Corporation shall deliver or cause to be delivered to the Holder the amount of such Holder’s Change of Control Consideration or Liquidation Preference, as the case may be.

(d)Until a share of Series A Preferred Stock is cancelled by the payment or deposit in full of the applicable Change of Control Consideration or Liquidation Preference, as the case may be, as provided in this Section 11, such share of Series A Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights provided herein and nothing in this Section 11 shall limit a Holder’s right to deliver a Notice of Conversion and exercise its right to convert prior to the Change of Control Effective Date, to the extent otherwise permissible in accordance with this Agreement; provided, that no such shares of Series A Preferred Stock may be converted into shares of Class A Common Stock following the Change of Control Effective Date.

(e)With respect to any share of Series A Preferred Stock to be converted or otherwise liquidated at the Holder’s election pursuant to this Section 11 for which the Corporation has paid the Change of Control Consideration or Liquidation Preference, as the case may be, or deposited an amount equal to the Change of Control Consideration or Liquidation Preference, as the case may be, in respect of such share with its transfer agent, (i) dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate other than the rights of the Holder thereof to receive the Change of Control Consideration or Liquidation Preference, as the case may be, therefor.

(f)Notwithstanding anything to the contrary contained in this Section 11, in the event of a Change of Control, the Corporation shall only pay the Change of Control Consideration or Liquidation Preference, as the case may be, required above after paying in full in cash all obligations of the Corporation and its Subsidiaries under any credit agreement, indenture or similar agreement evidencing indebtedness for borrowed money (including the termination of all commitments to lend, to the extent required by such credit agreement, indenture or similar agreement), which requires prior payment of the obligations thereunder (and termination of commitments thereunder, if applicable) as a condition to the Change of Control.

(a)Legends on Shares of Class A Common Stock; Compliance with Securities Laws.

(i)

(A)Each share of Class A Common Stock issued pursuant to this Certificate of Designations shall be in book-entry form, and the Holder’s ownership thereof shall be appropriately evidenced in the stock register of the Corporation, which stock register entry and receipt given to the Holder in respect of any such shares of Class A Common Stock shall contain the following notation of restrictions:

In addition, such legend or notation shall include the following language:

(ii)The Holders agree that they will, if requested by the Corporation, deliver at their expense to the Corporation an opinion of reputable U.S. counsel selected by the Holder and reasonably acceptable to the Corporation, in form and substance reasonably satisfactory to the Corporation, that any transfer of such shares of Class A Common Stock made, other than in connection with an offering registered under the Securities Act by the Corporation or pursuant to Rule 144 under the Securities Act, does not require registration under the Securities Act. At such time as such shares of Class A Common Stock may be freely sold pursuant to an effective registration statement covering the resale of the shares of Class A Common Stock and naming the Holder as a selling stockholder thereunder or the shares of Class A Common Stock are freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, the Corporation agrees that it will promptly after the later of the delivery of an opinion of reputable U.S. counsel selected by the Holders and reasonably acceptable to the Corporation, in form and substance reasonably satisfactory to the Corporation, deliver or cause to be delivered to the Holder a replacement stock certificate or certificates representing such shares of Class A Common Stock that is free from the legend set forth in clause (i) above (or in the case of uncertificated shares of Class A Common Stock, free of any notation in book-entry or other arrangement).

(iii)The Holder understands that the Series A Preferred Stock and shares of Class A Common Stock issued pursuant to this Certificate of Designation are characterized as “restricted securities” under the federal securities laws as they are being acquired from the Corporation in a transaction not involving a public offering and that under such laws and applicable regulations the Series A Preferred Stock and shares of Class A Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The Holder represents and covenants that the Series A Preferred Stock has been purchased for investment only and not with a view to distribute or resale, and may not be sold, pledged, hypothecated or otherwise transferred unless the Series A Preferred Stock or the shares of the Class A Common Stock issued pursuant to this Certificate of Designations are registered under the Securities Act, any other applicable securities law, or the Corporation has received an opinion of counsel satisfactory to it that registration is not required.

(b)Uncertificated Shares. The Corporation shall issue the Series A Preferred Stock in uncertificated form. If DTC discontinues providing its services as securities depositary with respect to the shares of Series A Preferred Stock, or if DTC ceases to be registered as a clearing agency under the Exchange Act, in the event that a successor securities depositary is not obtained within ninety (90) days, the Corporation will either print and deliver certificates for the shares of Series A Preferred Stock or provide for the direct registration of the Series A Preferred Stock with the transfer agent for the Series A Preferred Stock.

(c)Maturity. The Series A Preferred Stock will be issued as perpetual securities with no fixed maturity date and except as set forth in Section 9, the Holders will not have any rights to require the Corporation to redeem, repurchase or retire the Series A Preferred Stock at any time.

(d)Fractional Shares. The Corporation shall not be required to deliver fractional shares of Class A Common Stock to the Holders whether pursuant to any dividend, conversion or otherwise. In the Corporation’s sole discretion, the number of shares of Class A Common Stock or other Capital Stock of the Corporation to be issued upon payment of a Declared Dividend or conversion of the Series A Preferred Stock shall be rounded down to the nearest whole share and in lieu of fractional shares otherwise issuable, the Holders will be entitled to receive an amount in cash equal to the fraction of a share of Class A Common Stock multiplied by the Closing Price of the Class A Common Stock on the Trading Day immediately preceding the applicable Conversion Date, Dividend Payment Date or other applicable date of determination.

(e)Taxes. The Corporation shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series A Preferred Stock, shares of Series B Preferred Stock, shares of Non-Voting Class C Common Stock, shares of Class A Common Stock or other securities issued on account of Series A Preferred Stock pursuant hereto or certificates representing such shares or securities, if any. However, in the case of conversion of Series A Preferred Stock, the Corporation shall not be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock, shares of Series B Preferred Stock, shares of Non-Voting Class C Common Stock, shares of Class A Common Stock or other securities to a Beneficial Owner other than the Beneficial Owner of the Series A Preferred Stock immediately prior to such conversion, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable. If any applicable law requires the deduction or withholding of any tax from any payment or deemed dividend to a Holder on its Preferred Stock, the Corporation or an applicable withholding agent may deduct and withhold on cash dividends, shares of Series B Preferred Stock, shares of Non-Voting Class C Common Stock, shares of Class A Common Stock or sale proceeds paid, subsequently paid or credited with respect to such Holder or his successors and assigns as they deem necessary to meet their withholding obligations, and, to the extent the applicable Holder has not contributed to the Corporation an amount in cash equal to the full amount of any such withholding as provided for in this Section 12(e), may sell all or a portion of such withheld Series B Preferred Stock, Non-Voting Class C Common Stock, Class A Common Stock by public or private sale in such amounts and in such manner as they deem necessary and practicable to pay such taxes and charges. The Corporation and the Holders shall use commercially reasonable efforts to cooperate with such other person to reduce or eliminate (including by obtaining a refund of) such deduction or withholding. Upon reasonable request in writing by the Corporation, the Holders shall provide the Corporation (and any applicable withholding agent) with any relevant tax forms, including an IRS Form W-9 or an applicable IRS Form W-8. To the extent that the Corporation is required to pay a taxing authority any amounts deducted or withheld in respect of the Preferred Stock, the Non-Voting Class C Common Stock, or the Class A Common Stock other than in respect of a cash payment being made on the Preferred Stock, the Non-Voting Class C Common Stock, or the Class A Common Stock pursuant to this agreement from which taxes may be deducted or withheld, the applicable Holder in respect of whom such withholding is required to be made shall timely contribute to the Corporation an amount in cash equal to the full amount of any such withholding taxes required to be paid before the date such taxes are required to be remitted to the relevant taxing authority. To the extent any amounts are deducted or withheld and paid over to the appropriate taxing authority pursuant to this Section 12(d), such amounts shall be treated for all purposes of this agreement as having been distributed to the Holders in respect of which such deduction and withholding was made. Notwithstanding anything to the contrary contained in this Section 12(d), unless there has been a change in applicable law after the date of this Certificate of Designations or a “determination” (as defined in Section 1313(a) of the U.S. Internal Revenue Code, as amended (the “Code”)) to the contrary, (i) it is intended that the Series A Preferred Stock shall be treated as stock that is not “preferred stock” within the meaning of Section 305 of the Code and the Treasury Regulations issued thereunder and (ii) no Holder shall be required to include in income as a dividend (including any deemed dividend) for U.S. federal income tax purposes any income or gain in respect of the Series A Preferred Stock unless and until dividends are declared and paid in cash in respect of such Series A Preferred Stock; provided, that if the Corporation or an applicable withholding agent deducts or withholds from any payment or deemed dividend to a Holder as a result of treating the Series A Preferred Stock as “preferred stock” for purposes of Section 305 of the Code, the sum payable by the Corporation or an applicable withholding agent shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 12(e)), the applicable Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(f)Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, sent by a nationally recognized overnight courier service, addressed to the Corporation, at 520 Madison Ave., 26th Floor, New York, New York 10022, Attention: General Counsel or such other address or facsimile number as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 12(d). Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, sent by a nationally recognized overnight courier service addressed to each Holder at the address of such Holder appearing on the books of the Corporation, or if no such address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earlier of (i) the second (2nd) Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (ii) upon actual receipt by the party to whom such notice is required to be given.

(g)Record Holders. To the fullest extent permitted by applicable law, the Corporation and the Corporation’s transfer agent may deem and treat the record Holder as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

(h)Status of Converted, Redeemed, Repurchased or Cancelled Shares. If any share of Series A Preferred Stock is converted, redeemed, repurchased or otherwise acquired by the Corporation, in any manner whatsoever, the share of Series A Preferred Stock so converted, redeemed, repurchased or acquired shall, to the fullest extent permitted by applicable law, be retired and cancelled upon such conversion, redemption, repurchase or acquisition. Any share of Series A Preferred Stock so converted, redeemed, repurchased or acquired shall, upon its retirement and cancellation, and upon the taking of any action required by applicable law, become an authorized but unissued share of Series A Preferred Stock.

(i)Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(j)Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designations and shall not be deemed to limit or affect any of the provisions hereof.

(k)Severability. The provisions of this Certificate of Designations shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Certificate of Designations, or the application thereof to any Person or any circumstance, is found by a court or other governmental authority of competent jurisdiction to be invalid or unenforceable, the remainder of this Certificate of Designations and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If any provision of this Certificate of Designations is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

(l)Other Rights. The shares of Series A Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law.

The undersigned hereby elects to convert the number of shares of Series A Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) indicated below, into shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of AlTi Global, Inc., a Delaware corporation (the “Corporation”), according to the conditions set forth in the Certificate of Designations of the Series A Preferred Stock, as of the date written below. The undersigned hereby acknowledges that all applicable shares shall be issued in the name of the applicable record holder of such Series A Preferred Stock as it appears in the shareholder records of the Corporation. The undersigned will pay all transfer taxes payable with respect to a conversion and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

Number of shares of Series A Preferred Stock to be Converted:     

Value of shares of Series A Preferred Stock to be Converted:     

Certificate Number of Series A Preferred Stock attached hereto:     

Number of Shares of Series A Preferred Stock represented by attached certificate:     

Number of shares of Series A Preferred Stock subsequent to Conversion:     

[HOLDER]

CERTIFICATE OF DESIGNATIONS
OF
SERIES B PARTICIPATING CONVERTIBLE PREFERRED STOCK

That, pursuant to the authority conferred on the Board by the Certificate of Incorporation, the Board duly adopted the following resolution, effective [], 2024, designating a new series of Preferred Stock titled “Series B Participating Convertible Preferred Stock”:

RESOLVED, that the Board previously authorized and created a series of preferred stock designated as the Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, consisting of seven hundred and ninety-five thousand, nine hundred and forty-six and eighty-five one-hundredths (795,946.85) of the ten million (10,000,000) shares of preferred stock which the Corporation had authority to issue;

RESOLVED, that pursuant to authority expressly granted to and vested in the Board and pursuant to the provisions of the Certificate of Incorporation and the provisions of Section 151 of the DGCL, the Board hereby authorizes and creates a series of preferred stock, herein designated as the Series B Participating Convertible Preferred Stock, par value $0.0001 per share, which shall consist of [] of the [] ([]) shares of preferred stock which the Corporation now has authority to issue, following the authorization and creation of the Series A Cumulative Convertible Preferred Stock, and the Board hereby fixes the powers and preferences and the relative, participating, optional, special and other rights, if any, and the qualifications, limitations and restrictions, if any, of the Series B Participating Convertible Preferred Stock as follows:

“Affiliate” means, as to any Person, any other Person that, directly or, through one or more intermediaries, is controlling, controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct, or cause the direction of, management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

For clarity, the Corporation and its Subsidiaries shall not be deemed to be Affiliates of a Holder or any of its Affiliates.

“Automatic Conversion” has the meaning set forth in Section 7(b).

“Automatic Conversion Notice” has the meaning set forth in Section 7(b).

“Beneficial Ownership,” “Beneficially Own” and similar terms mean “beneficial owner” as determined within the meaning of Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any successor provision thereto. For purposes of determining beneficial ownership, shares of Class A Common Stock into which shares of any class or series of Preferred Stock may be convertible, irrespective of any condition to such conversion set forth in the preferred stock designations that may be in effect, if any, shall be deemed beneficially owned by the holder of such share of Preferred Stock.

“Business Day” means any day on which the Class A Common Stock may trade on a Trading Market, or, if not admitted for trading, any day other than a Saturday, Sunday or any day that shall be a legal holiday or a day on which banking institutions in New York City are authorized or required by law or other governmental action to close.

“Certificate of Designations” means this Certificate of Designations of Series B Participating Convertible Preferred Stock.

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation, its wholly owned Subsidiaries and the employee benefit plans of the Corporation and its wholly owned Subsidiaries, files a Schedule TO or any other schedule, form or report under the Exchange Act disclosing, or with respect to whom it otherwise becomes known (through public disclosure or otherwise) to the Corporation, that such person or group has obtained, directly or indirectly, Beneficial Ownership of more than fifty percent (50%) of the total voting power of the outstanding capital stock of the Corporation;

(b)     the merger or consolidation of the Corporation or other similar transaction with or into another Person or the merger or consolidation of another Person with or into the Corporation, and, immediately after giving effect to such transaction, less than fifty percent (50%) of the total voting power of the outstanding Capital Stock of the surviving or resulting Person is beneficially owned in the aggregate by the stockholders of the Corporation immediately prior to such transaction; or

(c)    the sale, assignment, conveyance, transfer or lease or other disposition of all or substantially all of the assets or properties (including Capital Stock of Subsidiaries) of the Corporation (determined on a consolidated basis) to another Person, or other recapitalization or reclassification, other than as a result of a transaction in which, in the case of a sale, transfer or lease of all or substantially all of the assets of the Corporation is to a Subsidiary or a Person that becomes a Subsidiary of the Corporation.

“Charter Amendment Approval Date” has the meaning set forth in Section 7(a).

“Governmental Approvals” means any authorization, consent, approval, license, exemption, registration or filing with, or report or notice to any government, court, regulatory or administrative agency, commission, arbitrator or authority or other legislative, executive or judicial governmental official, instrumentality or entity (in each case including any self-regulatory organization), whether federal, state or local, domestic, foreign or multinational.

“Holder” means a Person in whose name the shares of the Series B Preferred Stock are registered, which Person shall be treated by the Corporation as the absolute owner of the shares of Series B Preferred Stock for the purpose of making payment and settling conversions and for all other purposes; provided, that, to the fullest extent permitted by law, no Person that has received by transfer shares of Series B Preferred Stock in violation of this Certificate of Designations or any other agreement to which the Corporation is a party and by which the Holder is bound, including but not limited to the Investor Rights Agreement, shall be a Holder, and the Corporation shall not recognize any such Person as a Holder, and the Person in whose name the shares of the Series B Preferred Stock were registered immediately prior to such transfer shall remain the Holder of such shares.

“Investor Rights Agreement” means the Investor Rights Agreement dated as of [], 2024 by and between the Corporation and Allianz Strategic Investments S.à.r.l., as it may be amended or modified from time to time.

“Junior Securities” means Capital Stock of the Corporation that, with respect to dividends and distributions upon Liquidation, rank junior to the Series B Preferred Stock.

“Liquidation” means the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; provided, however, that a consolidation, merger or share exchange which does not involve a substantial distribution by the Corporation of cash or other property to the holders of Class A Common Stock shall not be deemed a Liquidation.

“Majority of the Series B Preferred Stock” means more than fifty (50%) percent of the then-outstanding shares of the Series B Preferred Stock.

“Non-Voting Class C Common Stock” means, once authorized and issued in accordance with the Charter Amendment, the Corporation’s Class C Non-Voting Common Stock, par value $0.0001 per share, which following the 20% Approval shall automatically convert, subject to the Ownership Cap, into an equivalent number of shares of Class A Common Stock.

“Ownership Cap” means, with respect to any Holder, together with its Affiliates and any other Persons whose Beneficial Ownership of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, including Rule 13d-5, (a) unless and until the Stockholder Approval has been duly obtained, Beneficial Ownership equal to 19.9% of the issued and outstanding shares of Class A Common Stock plus Class B Common Stock (calculated as (i) the Maximum Potential Issuance, as that term is currently used by Nasdaq for purposes of Nasdaq Rule 5635 (ii) divided by the pre-transaction issued and outstanding shares of Class A Common Stock plus Class B Common Stock) as of the end of the Trading Day immediately preceding the Original Issue Date (i.e., [] shares of Class A Common Stock and [] shares of Class B Common Stock) (the “19.9% Cap”) or (b) at any time after the Stockholder Approval has been duly obtained, Beneficial Ownership equal to 24.9% of the issued and outstanding shares of Class A Common Stock plus Class B Common Stock (calculated as (i) the voting power of all securities issued or potentially issuable (ii) divided by the pre-transaction issued and outstanding shares of Class A Common Stock plus Class B Common Stock) as of the end of the Trading Day immediately preceding the Conversion Date or Dividend Payment Date, as applicable, (the “24.9% Cap”) in each case as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar transactions; provided that the 24.9% Cap may be waived without the further approval of stockholders of the Corporation if (i) the Board expressly authorizes such waiver and (ii) the Holder provides its written consent to the Corporation in respect of such waiver; provided, further, that such waiver shall only become effective once any required consents of customers of the Corporation and its Subsidiaries pursuant to the Investment Advisers Act of 1940 are obtained.

“Parity Securities” means Capital Stock of the Corporation that, with respect to dividends and distributions upon Liquidation, ranks on a parity basis with the Series B Preferred Stock, including but not limited to Class A Common Stock, Class B Common Stock and Non-Voting Class C Common Stock.

“Senior Securities” means Capital Stock of the Corporation that, with respect to dividends and distributions upon Liquidation, rank senior to the Series B Preferred Stock, including but not limited to Series A Preferred Stock.

“Series A Preferred Stock” means the series of non-voting preferred stock created and designated as the Corporation’s Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share.

“Series B Preferred Stock” shall have the meaning set forth in Section 2.

“Stockholder Approval” means the approvals by the holders of Class A Common Stock and Class B Common Stock that are required under the listing standards of Nasdaq (and any successor thereto and any other Trading Market on which the Class A Common Stock is listed), including Nasdaq Stock Market Rule 5635(b) and Rule 5635(d), to approve the issuance of Class A Common Stock upon conversion or payment of dividends, as the case may be, of shares of the Series A Preferred Stock of the Corporation and the exercise of the Warrants (the “20% Approval”), and approval of the Charter Amendment, in each case subject to the minimum required approval pursuant to the Certificate of Incorporation, the Bylaws, Nasdaq or applicable law.

Section 2.Designation and Number of Shares. The series of non-voting preferred stock created hereby shall be designated as the Corporation’s Series B Participating Convertible Preferred Stock (the “Series B Preferred Stock”) and the number of authorized shares so designated and constituting the Series B Preferred Stock shall be [] shares, which number may be increased or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board.

Section 3.Ranking. The Series B Preferred Stock will rank, with respect to dividends and distributions upon Liquidation: (a) on a parity basis with all Parity Securities; (b) junior to all Senior Securities; and (c) senior to all Junior Securities.

(a)If at any time dividends are declared by the Board on the shares of Class A Common Stock, the Holders of shares of Series B Preferred Stock shall have a right to such dividends on the Class A Common Stock, payable on each share of Series B Preferred Stock as if all shares of such Series B Preferred Stock held by the Holder had been converted into Class A Common. In furtherance thereof, subject to applicable law and the rights, if any, of the holders of any outstanding series of Senior Securities, the Holders shall be entitled to receive and the Corporation shall pay, with respect to each share of Series B Preferred Stock, solely when, as and if declared on the shares of Class A Common Stock by the Board from time to time out of assets or funds of the Corporation legally available therefor, the same dividends and other distributions in cash, stock or property of the Corporation as are declared with respect to the Class A Common Stock, in the same amount per share, in the same manner, and together with the Class A Common Stock as a single class and on a pro rata basis.

(b)The Corporation shall declare a dividend or distribution on the shares Series B Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Class A Common Stock. For the avoidance of doubt, nothing in this Section 4 shall require the Board to declare any dividends or distributions on the shares of Class A Common Stock or, except to the extent the Board determines to declare a dividend or distribution on the shares of Class A Common Stock, on the shares of Series B Preferred Stock.

(c)Except as set forth in this Section 4 or in connection with a Liquidation, the Holders shall not be entitled to payment of dividends or distributions in respect of shares of Series B Preferred Stock.

(a)Except as required by applicable law or as expressly set forth in this Section 5, the Holders shall not have voting rights with respect to the Series B Preferred Stock and shall not be entitled to vote on any matters presented to stockholders of the Corporation.

(b)In addition to any vote required by applicable law, the consent of Holders owning at least a Majority of the Series B Preferred Stock, voting separately as a single class with one (1) vote per share of Series B Preferred Stock, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such Holders called for such purpose, shall be necessary to:

(i)authorize, create or issue, or increase the number of authorized or issued shares of, or reclassify any Parity Securities or Senior Securities; or

(ii)amend, alter or repeal any provision of this Certificate of Designations, the Certificate of Incorporation, or the Bylaws in a manner adverse to the rights, preferences or privileges of the Series B Preferred Stock.

Section 6.Liquidation. Subject to applicable law and the rights, if any, of the holders of any Senior Securities, in the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, the Holders of shares of Series B Preferred Stock shall share ratably in the assets and funds of the Corporation available for distribution to stockholders of the Corporation, in the same amount per share and in the same manner as holders of Class A Common Stock, and together with the Class A Common Stock as a single class and on a pro rata basis.

(a)Effective as of the date the 20% Approval has been duly obtained (the “20% Approval Date”), each share of Series B Preferred Stock shall be automatically converted into, and the Corporation shall issue to each Holder in exchange therefor, one (1) share of Class A Common Stock (the “Automatic Conversion”); provided, however, that notwithstanding anything in this Certificate of Designations to the contrary, no Holder shall have the right to acquire or be issued shares of Class A Common Stock, whether pursuant to a purchase, dividend, conversion, issuance or otherwise, and the Corporation shall not effect any conversion of the Series B Preferred Stock, or otherwise issue shares of Class A Common Stock to a Holder, in each case to the extent that after giving effect to such purchase, dividend, conversion or issuance, the Beneficial Ownership of the Holder (together with the Holder’s Affiliates and any other Persons whose beneficial ownership of Class A Common Stock would be aggregated with the Holder’s beneficial ownership for purposes of Section 13(d) of the Exchange Act) would exceed the Ownership Cap.

(b)In the event the issuance of Class A Common Stock pursuant to Section 7(b) above would cause a Holder’s Beneficial Ownership to exceed the Ownership Cap, then:

(i)first, the Corporation shall issue to the Holder, pursuant to Section 7(a), a number of shares of Class A Common Stock that would cause such Holder’s Beneficial Ownership to equal, but not exceed, the Ownership Cap; and

(ii)second:

(A)following the 20% Approval Date, the Corporation shall issue to the Holder for each remaining share of Series B Preferred Stock outstanding one (1) share of Non-Voting Class C Common Stock.

(c)To the extent that the limitation contained in this Section 7(b) applies, the determination of whether the issuance of Class A Common Stock in connection with a conversion would cause a Holder’s Beneficial Ownership to exceed the Ownership Cap and the number of shares of Class A Common Stock, if any, that may be issued (taking into account (i) the rules and regulations of Nasdaq and (ii) other securities owned by such Holder, its Affiliates and any other Persons whose beneficial ownership of Class A Common Stock would be aggregated with the Holder’s beneficial ownership for purposes of Section 13(d), as applicable) shall be calculated by the Company and such calculation shall be shared with the Holder; provided, that the Corporation shall be permitted to rely on all information provided by the Holder, and the Corporation shall have no obligation to verify or confirm the accuracy of such information. In addition, group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Corporation shall provide each Holder of the then-outstanding Series B Preferred Stock with written notice of the Automatic Conversion, within thirty (30) days following the Charter Amendment Approval Date, along with (i) the Charter Amendment Approval Date and (ii) the number of shares of Class A Common Stock and Non-Voting Class C Common Stock, as applicable, into which the Holder’s Series B Preferred Stock is to be converted, which for the avoidance of doubt shall be an equal number of shares (the “Automatic Conversion Notice”). Upon delivery to a Holder of (x) a certificate evidencing the number of shares of Class A Common Stock and Non-Voting Class C Common Stock set forth in the Automatic Conversion Notice, (y) evidence of such conversion in book entry form through electronic delivery to the Holder’s account at the Depository Trust Company or a similar organization or (z) a book entry credit on the Direct Registration System of the Corporation’s transfer agent, the Holder’s Series B Preferred Stock shall be automatically cancelled and shall thereafter cease to represent any entitlement or equity interest in the Corporation.

Section 8.Change of Control. In the event of a Change of Control of the Corporation with or into another entity (whether or not the Corporation is the surviving entity), immediately prior to the Closing of such merger or consolidation, each share of Series B Preferred Stock held by the Holders shall be converted into a share of Class A Common Stock, and shall receive the same consideration in the same amount per share and in the same manner as all Class A Common Stock.

Section 9.Miscellaneous.

(a)Taxes. The Corporation shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series B Preferred Stock, shares of Non-Voting Class C Common Stock, shares of Class A Common Stock or other securities issued on account of Series B Preferred Stock pursuant hereto or certificates representing such shares or securities, if any. However, in the case of conversion of Series B Preferred Stock, the Corporation shall not be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series B Preferred Stock, shares of Non-Voting Class C Common Stock, shares of Class A Common Stock or other securities to a Beneficial Owner other than the Beneficial Owner of the Series B Preferred Stock immediately prior to such conversion, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable. If any applicable law requires the deduction or withholding of any tax from any payment or deemed dividend to a Holder on its Preferred Stock, the Corporation or an applicable withholding agent may deduct and withhold on cash dividends, shares of Class A Common Stock or sale proceeds paid, subsequently paid or credited with respect to such Holder or his successors and assigns as they deem necessary to meet their withholding obligations, and, to the extent the applicable Holder has not contributed to the Corporation an amount in cash equal to the full amount of any such withholding as provided for in this Section 9(a), may sell all or a portion of such withheld Class A Common Stock by public or private sale in such amounts and in such manner as they deem necessary and practicable to pay such taxes and charges. The Corporation and the Holders shall use commercially reasonable efforts to cooperate with such other person to reduce or eliminate (including by obtaining a refund of) such deduction or withholding. Upon reasonable request in writing by the Corporation, the Holders shall provide the Corporation (and any applicable withholding agent) with any relevant tax forms, including an IRS Form W-9 or an applicable IRS Form W-8. To the extent that the Corporation is required to pay a taxing authority any amounts deducted or withheld in respect of the Preferred Stock or the Class A Common Stock other than in respect of a cash payment being made on the Preferred Stock or the Class A Common Stock pursuant to this agreement from which taxes may be deducted or withheld, the applicable Holder in respect of whom such withholding is required to be made shall timely contribute to the Corporation an amount in cash equal to the full amount of any such withholding taxes required to be paid before the date such taxes are required to be remitted to the relevant taxing authority. To the extent any amounts are deducted or withheld and paid over to the appropriate taxing authority pursuant to this Section 9(a), such amounts shall be treated for all purposes of this agreement as having been distributed to the Holders in respect of which such deduction and withholding was made. Notwithstanding anything to the contrary contained in this Section 9(a), unless there has been a change in applicable law after the date of this Certificate of Designations or a “determination” (as defined in Section 1313(a) of the U.S. Internal Revenue Code, as amended (the “Code”)) to the contrary, (i) it is intended that the Series B Preferred Stock shall be treated as stock that is not “preferred stock” within the meaning of Section 305 of the Code and the Treasury Regulations issued thereunder and (ii) no Holder shall be required to include in income as a dividend (including any deemed dividend) for U.S. federal income tax purposes any income or gain in respect of the Series B Preferred Stock unless and until dividends are declared and paid in cash in respect of such Series B Preferred Stock; provided, that if the Corporation or an applicable withholding agent deducts or withholds from any payment or deemed dividend to a Holder as a result of treating the Series B Preferred Stock as “preferred stock” for purposes of Section 305 of the Code, the sum payable by the Corporation or an applicable withholding agent shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 9(a)), the applicable Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Uncertificated Shares. The Corporation shall issue the Series B Preferred Stock in uncertificated form. As long as DTC or its nominee is the registered owner of the Series B Preferred Stock, DTC or its nominee, as the case may be, will be considered the sole owner and holder of all shares of Series B Preferred Stock for all purposes under the instruments governing the rights and obligations of holders of shares of Series B Preferred Stock. If DTC discontinues providing its services as securities depositary with respect to the shares of Series B Preferred Stock, or if DTC ceases to be registered as a clearing agency under the Exchange Act, in the event that a successor securities depositary is not obtained within ninety (90) days, the Corporation will either print and deliver certificates for the shares of Series B Preferred Stock or provide for the direct registration of the Series A Preferred Stock with the transfer agent for the Series B Preferred Stock.

(c)Status of Converted, Redeemed, Repurchased or Cancelled Shares. If any share of Series B Preferred Stock is converted, redeemed, repurchased or otherwise acquired by the Corporation, in any manner whatsoever, the share of Series B Preferred Stock so converted, redeemed, repurchased or acquired shall, to the fullest extent permitted by applicable law, be retired and cancelled upon such conversion, redemption, repurchase or acquisition. Any share of Series B Preferred Stock so converted, redeemed, repurchased or acquired shall, upon its retirement and cancellation, and upon the taking of any action required by applicable law, become an authorized but unissued share of Series B Preferred Stock.

(d)Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder shall be in writing and delivered personally, sent by a nationally recognized overnight courier service, addressed to the Corporation, at 520 Madison Ave., 26th Floor, New York, New York 10022, Attention: General Counsel or such other address or facsimile number as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 9(d). Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, sent by a nationally recognized overnight courier service addressed to each Holder at the address of such Holder appearing on the books of the Corporation, or if no such address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earlier of (i) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (ii) upon actual receipt by the party to whom such notice is required to be given.

(e)Lost or Mutilated Preferred Stock Certificate. If a Holder’s Series B Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series B Preferred Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership thereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.

(f)Record Holders. Subject to Section 9(b), to the fullest extent permitted by applicable law, the Corporation and the Corporation’s transfer agent may deem and treat the record Holder as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

(g)Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(h)Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designations and shall not be deemed to limit or affect any of the provisions hereof.

(i)Severability. The provisions of this Certificate of Designations shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Certificate of Designations, or the application thereof to any Person or any circumstance, is found by a court or other governmental authority of competent jurisdiction to be invalid or unenforceable, the remainder of this Certificate of Designations and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If any provision of this Certificate of Designations is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

(j)Other Rights. The shares of Series B Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law.

    Pursuant to Section 242 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), AlTi Global, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

1.The name of the corporation is AlTi Global, Inc. The Corporation was originally incorporated under the name Alvarium Tiedemann Holdings, Inc. by filing its original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware on December 30, 2022 (as amended, the “Certificate of Incorporation”).

2.The Certificate of Incorporation of the Corporation is hereby amended as follows:

I.By deleting the first paragraph of Article FOURTH and inserting the following in lieu thereof:

“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is [] shares of capital stock, consisting of four classes as follows: (i) 875,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”); (ii) 150,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”); (iii) [] shares of Class C non-voting common stock, par value $0.0001 per share (the “Class C Non-Voting Common Stock”); and (iv) 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).”

II.By inserting a new section A.(5) at the end of Article FOURTH as follows:

“(5)    Class C Non-Voting Common Stock.

    (a)    Voting. Except as otherwise required by law or as set forth in Section A.(5)(b) below, shares of Class C Non-Voting Common Stock shall be non-voting and shall not vote on any matters with respect to which stockholders are entitled to vote under applicable law, this Certificate of Incorporation or the Bylaws, or upon which a vote of stockholders generally entitled to vote is otherwise duly called for by the Corporation.

    (b)    Amendments. So long as any shares of Class C Non-Voting Common Stock are outstanding, the Corporation shall not, without the prior vote of the holders of at least a majority of the shares of Class C Non-Voting Common Stock then outstanding, voting separately as a single class, (i) alter or change the powers, preferences or special rights of the shares of Class C Non-Voting Common Stock so as to affect them adversely or (ii) take any other action upon which class voting is required by applicable law.

    (c)    Dividends.

(i) If at any time dividends are declared by the Board on the shares of Class A Common Stock, the shares of Class C Non-Voting Common Stock shall have a right pari passu with the shares of Class A Common Stock to the distribution of such declared dividends.

In furtherance thereof, subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of Class C Non-Voting Common Stock shall be entitled to receive and the Corporation shall pay, with respect to each share of Class C Non-Voting Common Stock, solely when, as and if declared on the shares of Class A Common Stock by the Board from time to time out of assets or funds of the Corporation legally available therefor, the same dividends and other distributions in cash, stock or property of the Corporation as are declared with respect to the Class A Common Stock, in the same amount per share, in the same manner, and together with the Class A Common Stock as a single class and on a pro rata basis.

        (ii) The Corporation shall declare a dividend or distribution on the shares Class C Non-Voting Common Stock as provided in paragraph (i) above immediately after it declares a dividend or distribution on the Class A Common Stock. For the avoidance of doubt, nothing in this paragraph (c) shall require the Board to declare any dividends or distributions on the shares of Class A Common Stock or, except to the extent the Board determines to declare a dividend or distribution on the shares of Class A Common Stock, on the shares of Class C Non-Voting Common Stock.

        (iii) Except as set forth in this paragraph (c) or in connection with a liquidation pursuant to paragraph (d) below, the holders of Class C Non-Voting Common Stock shall not be entitled to payment of dividends or distributions in respect of shares of Class C Non-Voting Common Stock.

    (d)    Liquidation, Dissolution, etc. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, the holders of shares of Class C Non-Voting Common Stock shall share ratably in the assets and funds of the Corporation available for distribution to stockholders of the Corporation, in the same amount per share and in the same manner as holders of Class A Common Stock, and together with the Class A Common Stock as a single class and on a pro rata basis.

    (e)    Merger or Consolidation. In the event of a merger or consolidation of the Corporation with or into another entity (whether or not the Corporation is the surviving entity), immediately prior to the Closing of such merger or consolidation, each share of Class C Common Stock held by a stockholder shall be converted into a share of Class A Common Stock, and shall receive the same consideration in the same amount per share and in the same manner as all Class A Common Stock.

    (f)    No Preemptive Rights. No holder of shares of Class C Non-Voting Common Stock shall be entitled to preemptive rights.

    (g)    Conversion.

(i)Shares of Class C Non-Voting Common Stock shall be convertible at any time into an equal number of shares of Class A Common Stock at the option of a holder of Class C Non-Voting Common Stock.

(ii)Notwithstanding anything in this Certificate of Incorporation to the contrary, no holder of Class C Non-Voting Common Stock shall have the right to convert or be issued, and the Corporation shall not effect any conversion or otherwise issue shares of Class A Common Stock to a holder in respect of a conversion, in each case to the extent that after giving effect to such conversion or issuance, the Beneficial Ownership of the holder of such Class C Non-Voting Common Stock (together with such holder’s affiliates and any other person or entity whose beneficial ownership of Class A Common Stock would be aggregated) would exceed the Ownership Cap.

(iii)For purposes of this Section A.(5)(g):

            (w) “Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. For clarity, the Corporation and its Subsidiaries shall not be deemed to be Affiliates of a holder or any of its Affiliates.

            (x) “Beneficial Ownership” and similar terms mean “beneficial owner” as determined within the meaning of Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, or any successor provision thereto (the “Exchange Act”). For purposes of determining beneficial ownership, shares of Class A Common Stock into which shares of any class or series of Preferred Stock may be convertible, irrespective of any condition to such conversion set forth in the preferred stock designations that may be in effect, if any, shall be deemed beneficially owned by the holder of such share of Preferred Stock.

            (y) “Ownership Cap” means, with respect to any holder of Class C Non-Voting Common Stock, together with its Affiliates and any other Persons whose Beneficial Ownership of Class A Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act, including Rule 13d-5, (a) unless and until the Stockholder Approval has been duly obtained, Beneficial Ownership equal to 19.9% of the issued and outstanding shares of Class A Common Stock plus Class B Common Stock (calculated as (i) the Maximum Potential Issuance, as that term is currently used by Nasdaq for purposes of Nasdaq Rule 5635 (ii) divided by the pre-transaction issued and outstanding shares of Class A Common Stock plus Class B Common Stock) as of the end of the Trading Day immediately preceding the Original Issue Date (i.e., [] shares of Class A Common Stock and [] shares of Class B Common Stock) or (b) at any time after the Stockholder Approval has been duly obtained, Beneficial Ownership equal to 24.9% of the issued and outstanding shares of Class A Common Stock plus Class B Common Stock (calculated as (i) the voting power of all securities issued or potentially issuable (ii) divided by the pre-transaction issued and outstanding shares of Class A Common Stock plus Class B Common Stock) as of the end of the Trading Day immediately preceding the Conversion Date or Dividend Payment Date, as applicable (the “24.9% Cap”), in each case as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar transactions; provided that the 24.9% Cap may be waived without the further approval of stockholders of the Corporation if (i) the Board expressly authorizes such waiver and (ii) the Holder provides its written consent to the Corporation in respect of such waiver; provided, further, that such waiver shall only become effective once any required consents of customers of the Corporation and its Subsidiaries pursuant to the Investment Advisers Act of 1940 are obtained.

(z) “Person” means a corporation, an association, a partnership, a limited liability company, a business association, an individual, a government or political subdivision thereof or a governmental agency.

    (h)    Status of Converted, Redeemed, Repurchased or Cancelled Shares. If any share of Class C Non-Voting Common Stock is converted, redeemed, repurchased or otherwise acquired by the Corporation, in any manner whatsoever, the share of Class C Non-Voting Common Stock so converted, redeemed, repurchased or acquired shall, to the fullest extent permitted by applicable law, be retired and cancelled upon such conversion, redemption, repurchase or acquisition. Any share of Class C Non-Voting Common Stock so converted, redeemed, repurchased or acquired shall, upon its retirement and cancellation, and upon the taking of any action required by applicable law, become an authorized but unissued share of Class C Non-Voting Common Stock.

3.The amendment of the Certificate of Incorporation as herein set forth has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

    IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation to be signed in its name and on its behalf by its duly authorized officer this [] day of [], 2024.

By:    ___________________________________    
Name:
Title:

CERTIFICATE OF DESIGNATIONS
OF
SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK

That, pursuant to the authority conferred on the Board by the Certificate of Incorporation, the Board duly adopted the following resolution, effective [], 2024, designating a new series of Preferred Stock titled “Series C Cumulative Convertible Preferred Stock”:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board and pursuant to the provisions of the Certificate of Incorporation and the provisions of Section 151 of the DGCL, the Board hereby authorizes and creates a series of preferred stock, herein designated as the Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share, which shall consist of one hundred fifty thousand (150,000) of the ten million (10,000,000) shares of preferred stock which the Corporation now has authority to issue, and the Board hereby fixes the powers and preferences and the relative, participating, optional, special and other rights, if any, and the qualifications, limitations and restrictions, if any, of the Series C Cumulative Convertible Preferred Stock as follows:

“Accumulated Stated Value” has the meaning set forth in Section 4(a).

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. For clarity, for purposes of this Certificate of Designations, (a) an investment fund, vehicle or account shall be deemed to be an “Affiliate” of all other investment funds, vehicles and accounts under common management, directly or indirectly, with a Person and (b) the Corporation and its Subsidiaries shall not be deemed to be Affiliates of a Holder or any of its Affiliates.

“Agreed Series C Voting Limitation” has the meaning set forth in Section 5(a).

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

“Allianz” means Allianz Strategic Investments S.À.R.L. and its Affiliates.

“Beneficial Ownership”, “Beneficially Own” and similar terms mean “beneficial owner” as determined within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act or any successor provision thereto. For purposes of this Certificate of Designations, the number of shares of Class A Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Class A Common Stock issuable upon conversion of the Series C Preferred Stock to the Holder and its Affiliates.

“Business Day” means any day on which the Class A Common Stock may trade on a Trading Market, or, if not admitted for trading, any day other than a Saturday, Sunday or holiday on which banks in New York City are required or permitted to be closed.

“Capital Stock” means (a) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated) of capital or capital stock of such Person and (b) with respect to any Person that is not a corporation, any and all partnership, limited partnership, limited liability company or other equity interests of such Person.

“Cash Conversion” has the meaning set forth in Section 7(b).

“Certificate of Designations” means this Certificate of Designations of Series C Cumulative Convertible Preferred Stock.

“Change of Control Election” has the meaning set forth in Section 11(a).

“Charter Amendment” means an amendment to the Corporation’s Certificate of Incorporation, to authorize and designate a new class of non-voting common stock titled “Class C Non-Voting Common Stock”, to be proposed to be adopted by the stockholders of the Corporation after the Original Issue Date.

“Closing Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class A Common Stock is then listed or quoted on a Trading Market, the last reported trade price per share of Class A Common Stock on such date on the Trading Market (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)); (b) if the Class A Common Stock is not then listed or quoted on a Trading Market and if prices for the Class A Common Stock are then reported in the “OTC Markets Pink Sheets” published by OTC Markets (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Class A Common Stock so reported; or (c) if the Class A Common Stock is not so reported, the “Closing Price” shall be the average of the mid-point of the last bid and ask prices per share for the Class A Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

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

“Common Stock” means the Class A Common Stock, the Class B Common Stock, the Non-Voting Class C Common Stock and any other class of common stock of the Corporation.

“Common Stock Liquidity Conditions” with respect to a Corporation Redemption will be satisfied if: (a) the offer and sale of such share of Class A Common Stock by a Holder upon receipt of such Class A Common Stock is registered pursuant to an effective registration statement under the Securities Act and such registration statement is reasonably expected by the Corporation to remain effective and usable by the Holder to sell such share of Class A Common Stock, continuously during the period from, and including, the date such share of Class A Common Stock is issued to such Holder pursuant to conversion upon a redemption, to, and including, the thirtieth (30th) calendar day thereafter; provided, however, that each Holder will supply all information reasonably requested by the Corporation for inclusion, and required to be included, in any registration statement or prospectus supplement related to the resale of the Class A Common Stock; (b) each share of Class A Common Stock referred to in clause (a) above (i) will, when issued (or, when sold or otherwise transferred pursuant to the registration statement referred to above) (1) be admitted for book-entry settlement through the DTC with an “unrestricted” CUSIP number; and (2) not be represented by any Certificate that bears a legend referring to transfer restrictions under the Securities Act or other securities laws; and (ii) will, when issued, be listed and admitted for trading, without suspension or material limitation on trading, on a National Securities Exchange; and (c) (i) the Corporation has not received any written threat or notice of delisting or suspension by the applicable exchange referred to in clause (b)(ii) above with a reasonable prospect of delisting, after giving effect to all applicable notice and appeal periods; and (ii) no such delisting or suspension is reasonably expected to occur or is pending based on the Corporation falling below the minimum listing maintenance requirements of such exchange.

“Compounded Dividends” has the meaning set forth in Section 4(b).

“Conversion Date” has the meaning set forth in Section 7(a).

“Conversion Election Date” means the date upon which the Holder of Series C Preferred Stock’s right to convert its shares pursuant to Section 7 terminates in connection with a Corporation Redemption, which date shall be no earlier than two Business Days prior to the Corporation Redemption Date.

“Corporation Redemption” has the meaning set forth in Section 9(b).

“Corporation Redemption Date” has the meaning set forth in Section 9(b).

“Corporation Redemption Notice” has the meaning set forth in Section 9(b).

“Corporation Redemption Price” means, as of any date of redemption, (x) in the case of a Fundamental Change Redemption, the greater of (a) the Accumulated Stated Value and (b) the payment that a Holder of shares of Series C Preferred Stock would have received had such Holder, immediately prior to such redemption, converted such shares of Series C Preferred Stock then held by such Holder into shares of Class A Common Stock at the applicable Optional Conversion Price then in effect in accordance with Section 7 and 8, and (y) in the case of a Corporation Redemption, the greater of (a) the Optional Redemption Price and (b) the payment that a Holder of Shares of Series C Preferred Stock would have received had such Holder, immediately prior to such redemption, converted such shares of Series C Preferred Stock then held by such Holder into shares of Class A Common Stock at the applicable Optional Conversion Price then in effect in accordance with Section 7 and 8.

“Dividends” has the meaning set forth in Section 4(a).

“DTC” has the meaning set forth in Section 7(a)(ii).

“Expiration Date” has the meaning set forth in Section 8(a)(iv).

(a)    a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Corporation, its Wholly-owned Subsidiaries and the employee benefit plans of the Corporation and its Wholly-owned Subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act that discloses that such person or group has become the direct or indirect Beneficial Owner of the Common Stock representing more than 50% of the voting power of the Common Stock;

(b)    the consummation of (i) any recapitalization, reorganization, reclassification or change of all of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which all of the Common Stock is converted into, or exchanged for, stock, other securities, other property or assets; (ii) any share exchange, consolidation or merger of the Corporation or similar transaction pursuant to which all of the Common Stock will be converted into cash, securities or other assets; or (iii) any sale, lease, conveyance or other transfer or disposition in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, to any person or group other than any of the Corporation’s Wholly-owned Subsidiaries; provided, however, that a transaction described in clause (ii) in which the holders of all classes of the Corporation’s Common Stock immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common stock of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

(c)    the stockholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation; or

(d)    the Class A Common Stock (or other common stock underlying the Series C Preferred Stock) ceases to be listed or quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors);

provided, however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by the common stockholders of the Corporation, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Series C Preferred Stock become convertible into such consideration, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights. If any transaction occurs in which the Class A Common Stock is replaced by the securities of another entity, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of this definition, following the effective date of such transaction) references to the Corporation in this definition shall instead be references to such other entity.

“Fundamental Change Redemption” shall have the meaning specified in Section 9(a).

“Fundamental Change Redemption Date” shall have the meaning specified in Section 9(d).

“Fundamental Change Redemption Notice” shall have the meaning specified in Section 9(a).

“Governmental Approval” means any authorization, consent, approval, license, exemption, registration or filing with, or report or notice to any government, court, regulatory or administrative agency, commission, arbitrator or authority or other legislative, executive or judicial governmental official or entity (in each case including any self-regulatory organization), whether federal, state or local, domestic, foreign or multinational.

“Hedge” has the meaning set forth in Section 11(a).

“Holder” means a Person in whose name the shares of the Series C Preferred Stock are registered, which Person shall be treated by the Corporation as the absolute owner of the shares of Series C Preferred Stock for the purpose of making payment and settling conversions and for all other purposes; provided, that, to the fullest extent permitted by law, no Person that has received by transfer shares of Series C Preferred Stock in violation of this Certificate of Designations or any other agreement to which the Corporation is a party and by which the Holder is bound, including but not limited to the Investor Rights Agreement, shall be a Holder, and the Corporation shall not recognize any such Person as a Holder, and the Person in whose name the shares of the Series C Preferred Stock were registered immediately prior to such transfer shall remain the Holder of such shares.

“Investment Agreement” means the Investment Agreement dated as of February 22, 2024 by and between the Corporation and CWC AlTi Investor LLC, as it may be amended or modified from time to time.

“Investor Rights Agreement” means the Investor Rights Agreement dated as of [] by and between the Corporation and CWC AlTi Investor LLC, as it may be amended or modified from time to time.

“Junior Securities” means Capital Stock of the Corporation that, with respect to dividends and distributions upon Liquidation, ranks junior to the Series C Preferred Stock, including but not limited to Class A Common Stock, Class B Common Stock, Non-Voting Class C Common Stock, Series B Participating Convertible Preferred Stock and any other class or series of Capital Stock issued by the Corporation or any Subsidiary of the Corporation as of the Original Issue Date.

“Liquidation” means the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; provided, however, that a Change of Control, consolidation, merger or share exchange which does not involve a substantial distribution by the Corporation of cash or other property to the holders of Class A Common Stock shall not be deemed a Liquidation.

“Majority of the Series C Preferred Stock” means more than fifty (50%) percent of the then-outstanding shares of the Series C Preferred Stock.

“National Securities Exchange” means the New York Stock Exchange, the Nasdaq or another U.S. national securities exchange registered with the SEC or other internationally recognized stock exchange in Canada, the United Kingdom or the European Union.

“Optional Conversion Price” means $8.70, as it may be adjusted from time to time pursuant to Section 8.

“Optional Redemption Price” means with respect to any share of Series C Preferred Stock, (x) from the third anniversary of the Original Issue Date until the day before the fourth anniversary of the Original Issue Date, 103% of the Accumulated Stated Value of such share, (y) from the fourth anniversary of the Original Issue Date until the day before the fifth anniversary of the Original Issue Date, 102% of the Accumulated Stated Value of such share, and (z) from and after the fifth anniversary of the Original Issue Date, 100% of the Accumulated Stated Value of such share.

“Original Issue Date” shall mean the date on which the first share of Series C Preferred Stock is issued.

“Parity Securities” means Capital Stock of the Corporation that, with respect to dividends and distributions upon Liquidation, ranks on a parity basis with the Series C Preferred Stock, including the Series A Preferred Stock.

“Preferred Stock Lockup Period” has the meaning set forth in Section 10(a).

“Publicly Traded Shares” means equity securities listed on a National Securities Exchange.

“Put Right” has the meaning set forth in Section 9(c).

“Put Price” has the meaning set forth in Section 9(c).

“Put Notice” has the meaning set forth in Section 9(f).

“Put Payment Date” has the meaning set forth in Section 9(f).

“Redemption Date” has the meaning set forth in Section 9(d).

“Regulatory Laws” means any laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade, that restrict acquisition or disposition of any controlling interest or that affect foreign investment, outbound investment, foreign exchange, national security or national interest of any jurisdiction.

“Reorganization Event” has the meaning set forth in Section 8(a)(v).

“Senior Securities” means Capital Stock of the Corporation that, with respect to dividends and distributions upon Liquidation, ranks senior to the Series C Preferred Stock.

“Series A Preferred Stock” means the series of non-voting preferred stock created and designated as the Corporation’s Series A Cumulative Convertible Preferred Stock.

“Series B Preferred Stock” means the series of non-voting preferred stock created and designated as the Corporation’s Series B Participating Convertible Preferred Stock, which, following the Charter Amendment, shall be convertible into an equivalent number of shares of Non-Voting Class C Common Stock.

“Series C Preferred Stock” shall have the meaning set forth in Section 2.

“Share Settlement Option” has the meaning set forth in Section 9(g).

“Stated Value” is an amount equal to one thousand dollars ($1,000) per share of Series C Preferred Stock.

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

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class A Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Class A Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Class A Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. New York City time to 4:00 p.m. New York City time); (b) if the Class A Common Stock is not then listed or quoted on a Trading Market and if prices for the Class A Common Stock are then reported in the “OTC Markets Pink Sheets” published by OTC Markets (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Class A Common Stock so reported; or (c) in all other cases, the fair market value of a share of Class A Common Stock as reasonably determined in good faith by the Corporation’s Board.

“Warrants” means the warrants issued pursuant to the Investment Agreement to one or more Holders.

Section 2.Designation and Number of Shares. The series of preferred stock created hereby shall be designated as the Corporation’s Series C Cumulative Convertible Preferred Stock (the “Series C Preferred Stock”) and the number of authorized shares so designated and constituting the Series C Preferred Stock shall be one hundred fifty thousand (150,000)) shares, which number may be increased or decreased (but not below the number of shares of Series C Preferred Stock then outstanding) by further resolution duly adopted by the Board.

Section 3.Ranking. The Series C Preferred Stock will rank, with respect to dividends and distributions upon Liquidation: (a) on a parity basis with all Parity Securities; (b) junior to all Senior Securities; and (c) senior to all Junior Securities.

(a)Dividends. From and after the Original Issue Date of the Series C Preferred Stock, the Board shall declare cumulative dividends (“Dividends”) on the shares of Series C Preferred Stock out of the assets or funds of the Corporation legally available therefor; provided, that Dividends on each such share of Series C Preferred Stock shall accrue whether or not there are funds legally available for the payment of dividends and whether or not declared by the Board, on a daily basis in arrears at a rate of nine and seventy-five hundredths percent (9.75%) per annum (as adjusted pursuant to Section 4(c) below) (the “Dividend Rate”) on the sum of (i) the Stated Value thereof plus, (ii) once compounded, any Compounded Dividends thereon, if any (the Stated Value plus accumulated Compounded Dividends and any accrued but unpaid Dividends through any date of determination, including without limitation any Optional Redemption Date, Put Payment Date, Conversion Date, date of Liquidation or date of Change of Control, the “Accumulated Stated Value”). Dividends will be payable to Holders of record as they appear in the shareholder records of the Corporation as of the end of the Trading Day immediately preceding the applicable record date designated by the Board for the payment of Dividends, which such date shall be not more than thirty (30) or fewer than ten (10) days prior to the applicable Dividend Payment Date.

(b)Form of Dividends. All Dividends shall be paid, semi-annually pursuant to Section 4(a) on the applicable Dividend Payment Date, at the option of the Corporation either (x) by compounding and adding such dividend amount to the then current Accumulated Stated Value (“Compounded Dividends”) or (y) in cash. In the event that the Company does not elect by notice to the Holders of an election to pay a Dividend in cash by the June 1 or December 1 immediately preceding the applicable Dividend Payment Date, the Company shall be deemed to have elected to pay the applicable Dividend in the form of Compounded Dividends.

(c)Dividend Rate Adjustments. For so long as the Class A Common Stock is traded on a Trading Market, the Dividend Rate shall adjust annually as follows (subject also to Section 9(i)), based on the arithmetic average of the VWAPs for each of the Trading Days in the period commencing on the first Trading Day of the Corporation’s fiscal fourth quarter for the most recently completed fiscal year immediately preceding the Dividend Payment Date and ending on the last Trading Day of such fiscal quarter; provided, that in no event shall the Dividend Rate, as adjusted pursuant to this Section 4(c), exceed nine and seventy-five hundredths percent (9.75%) per annum. If the Class A Common Stock is not traded on a Trading Market, the Dividend Rate shall be nine and seventy-five hundredths percent (9.75%) per annum:

(d)Dividend Calculations. Dividends on the Series C Preferred Stock shall accrue on the basis of a 360-day year, consisting of twelve (12), thirty (30) calendar day periods, and shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends.

(e)Dividends on the Common Stock. If the Corporation declares a dividend or makes a distribution of cash (or any other distribution treated as a dividend under Section 301 of the Code) on its Common Stock, each Holder of shares of Series C Preferred Stock shall be entitled to participate in such dividend or distribution and shall receive an amount equal to the amount payable in such dividend or distribution in respect of the largest number of whole shares of Class A Common Stock into which all shares of Series C Preferred Stock held of record by such Holder is convertible pursuant to Section 7 herein as of the record date for such dividend or distribution or, if there is no specified record date, as of the date of such dividend or distribution.

(a)Each Holder of outstanding shares of Series C Preferred Stock shall be entitled to vote with holders of outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration (whether at a meeting of stockholders of the Corporation, by written action of stockholders in lieu of a meeting or otherwise), except as provided by law. In any such vote, each Holder of shares of Series C Preferred Stock shall be entitled to a number of votes equal to the largest number of whole shares of Class A Common Stock into which all shares of Series C Preferred Stock held of record by such Holder is convertible pursuant to Section 7 herein as of the record date for such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent, in each case based on the Stated Value of the Series C Preferred Stock as of the Original Issue Date; provided, that (i) for so long as Allianz continues to own shares of Series A Preferred Stock, the Holders of shares of Series C Preferred Stock issued pursuant to the Investment Agreement agree that the shares of Series C Preferred Stock acquired pursuant to the Investment Agreement shall be limited to a maximum of seven and one half percent (7.5%) of the aggregate voting power of the Common Stock at any time (the “Agreed Series C Preferred Voting Limitation”) and (ii) in no event shall any Holder, together with its Affiliates and any other Person whose Beneficial Ownership would be aggregated with the Holder’s Beneficial Ownership (collectively, the “Aggregation Parties”), account for more than nine and nine tenths percent (9.9%) of the aggregate voting power of the Common Stock at any time (the “Voting Cap”) to the extent that Beneficial Ownership of aggregate voting power in excess of the Voting Cap by such Aggregation Parties would require any filing or notice under any applicable Regulatory Laws that has not been made and, if so made, for which the expiration or termination of the applicable waiting period has not occurred. Each Holder of outstanding shares of Series C Preferred Stock shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Corporation’s bylaws.

(b)In addition, the consent of Holders owning at least a Majority of the Series C Preferred Stock, voting separately as a single class with one (1) vote per share of Series C Preferred Stock, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such Holders called for such purpose, shall be necessary to:

(i)authorize, create or issue, or increase the number of authorized or issued shares of, or reclassify any security into, any Parity Securities or Senior Securities; or

(ii)amend, alter or repeal any provision of this Certificate of Designations, the Certificate of Incorporation, or the Bylaws in a manner adverse to the rights, preferences or privileges of the Series C Preferred Stock.

Section 6.Liquidation. In the event of any Liquidation, after payment or provision for payment by the Corporation of the debts and other liabilities of the Corporation, each Holder shall be entitled to receive, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Securities and pari passu with any Parity Securities then outstanding, an amount in cash for each share of then outstanding Series C Preferred Stock held by such Holder equal to the greater of (a) the Accumulated Stated Value per share (the “Liquidation Preference”), and (b) the amount the Holder would have received if the Holder had converted all outstanding shares of the Series C Preferred Stock into Class A Common Stock in accordance with the provisions of Section 7(a) hereof, in each case as of the Business Day immediately preceding the date of such Liquidation, before any distribution shall be made to the holders of any Junior Securities upon or in connection with the Liquidation of the Corporation. In case the assets of the Corporation available for payment to the Holders are insufficient to pay the full outstanding shares of Series C Preferred Stock in the amounts to which the Holders of such shares are entitled pursuant to this Section 6, then the amounts distributed to the Holders of Series C Preferred Stock and to the holders of all Parity Securities shall be distributed ratably among the Holders of the Series C Preferred Stock and the holders of all Parity Securities, based upon the aggregate amount due on such shares upon Liquidation.

(a)Conversions at Option of Holder. At any time following the earliest to occur of (i) the fifth (5th) anniversary of the Original Issue Date, (ii) the date the Corporation has issued a Corporation Redemption Notice, (iii) the date the Corporation has issued a Fundamental Change Redemption Notice and (iv) the commencement of a Make-Whole Fundamental Change Period, each share of Series C Preferred Stock outstanding shall be convertible at the election of the Holder thereof, and without the payment of additional consideration by the Holder thereof, into a number of shares of Class A Common Stock of the Corporation equal to the quotient of (x) the Accumulated Stated Value of the shares of Series C Preferred Stock to be converted, divided by (y) the current Optional Conversion Price. A Holder shall effect a conversion by providing the Corporation (whether via electronic mail or otherwise) a written conversion notice in the form attached hereto as Annex A (a “Notice of Conversion”) as fully and originally executed by the Holder, together with the delivery by the Holder to the Corporation of the stock certificate(s), if any, representing the number of shares of Series C Preferred Stock so converted with such stock certificates being duly endorsed in full for transfer to the Corporation or with an applicable stock power duly executed by the Holder in the manner and form as deemed reasonable by the transfer agent of the Class A Common Stock; provided, that in the event the Holder elects to convert pursuant to clause (iii) above, such Notice of Conversion must be received by the Corporation no later than the second Business Day immediately preceding the applicable Redemption Date. Any Notice of Conversion delivered by mail shall be conclusively presumed to have been duly given, whether or not the Corporation receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to the Corporation shall not affect the validity of the proceedings for the conversion of any other shares of Series C Preferred Stock. Each Notice of Conversion shall specify the number of shares of Series C Preferred Stock to be converted, the number of shares of Series C Preferred Stock owned prior to the conversion at issue, the number of shares of Series C Preferred Stock owned subsequent to the conversion at issue, the stock certificate number and the shares of Series C Preferred Stock represented thereby, if any, which are accompanying the Notice of Conversion, and the date on which such conversion is to be effected, which date may not be prior to three (3) Trading Days after the date the Holder delivers such Notice of Conversion and the applicable stock certificates, if any, to the Corporation (the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be three (3) Trading Days immediately following the date that such Notice of Conversion and applicable stock certificates, if any, are received by the Corporation. Upon delivery to a Holder of (x) a certificate evidencing the number of shares of Class A Common Stock set forth in the Notice of Conversion, (y) evidence of such conversion in book entry form through electronic delivery to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization or (z) a book entry credit on the direct registration system of the Corporation’s transfer agent, in each case where the legends set forth in Section 12(a)(i) below are affixed or recorded in any such book entry, except to the extent such shares of Class A Common Stock may be issued free of restrictive legends pursuant to Section 12(a)(ii) below, the Holder’s Series C Preferred Stock that were the subject of such conversion shall be automatically cancelled.

(b)Cash Conversion. Notwithstanding the foregoing, in connection with any conversion of any shares of Series C Preferred Stock, the Corporation, at its sole discretion, may elect to deliver cash in lieu of all or a portion of the shares of Class A Common Stock deliverable upon such conversion (the “Cash Conversion”) in an amount equal to (i) the number of shares of Class A Common Stock that would be issuable upon conversion of the shares of Series C Preferred Stock subject to Cash Conversion multiplied by (ii) the arithmetic average of the VWAPs for each of the Trading Days in the period commencing twenty (20) Trading Days immediately preceding the date of the Notice of Conversion. The Cash Conversion amount shall be payable in cash by the Corporation in immediately available funds to the respective Holders of the Series C Preferred Stock on the Conversion Date. No later than two (2) Trading Days before the Conversion Date, the Corporation shall provide notice to the Holder of the amount, if any, of such conversion that the Corporation will settle by Cash Conversion. The Corporation may not elect Cash Conversion to the extent that payment of Cash Conversion amounts would be prohibited by applicable law or the terms of any agreement by which the Corporation is bound.

(c)Mechanics; Effect of Conversion.

(i)Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will reserve and keep available out of its authorized and unissued shares of Class A Common Stock solely for the purpose of issuance upon conversion of the Series C Preferred Stock, not less than such number of shares of the Class A Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 8) upon the conversion of all outstanding shares of Series C Preferred Stock. The Corporation covenants that all shares of Class A Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, and nonassessable.

(ii)Certificates Following Conversion. If physical certificates representing the Series C Preferred Stock are issued, the Corporation shall not be required to issue replacement certificates representing shares of Series C Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series C Preferred Stock shall be surrendered for partial conversion, the Corporation shall, upon request of a Holder, execute and deliver a new certificate for the shares of Series C Preferred Stock not converted).

(a)General. The Optional Conversion Price will be subject to adjustment, without duplication, upon the occurrence of the following events, except that the Corporation shall not make any adjustment to the Optional Conversion Price to the extent the Series C Preferred Stock participates on an as-converted basis pursuant to Section 4(e) with respect to any dividend, distribution, issuance or other payment set forth in this Section 8 or if Holders of the Series C Preferred Stock otherwise participate, at the same time and upon the same terms as holders of Class A Common Stock and solely as a result of holding shares of Series C Preferred Stock, in any transaction described in this Section 8(a), without having to convert their Series C Preferred Stock, as if they held a number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock into which the shares of Series C Preferred Stock held by such Holder are convertible pursuant to Section 7(b) or Section 7(c) (determined without regard to any of the limitations on convertibility contained therein):

(i)The issuance of Class A Common Stock as a dividend or distribution to all or substantially all holders of Class A Common Stock, or a subdivision or combination of Class A Common Stock or a reclassification of Class A Common Stock into a greater or lesser number of shares of Class A Common Stock, in which event the Optional Conversion Price shall be adjusted based on the following formula:

where:

CP1 = the new Optional Conversion Price in effect immediately after the close of business on (i) the record date for such dividend or distribution, or (ii) the effective date of such subdivision, combination or reclassification;

CP0 = the Optional Conversion Price in effect immediately prior to the close of business on (i) the record date for such dividend or distribution, or (ii) the effective date of such subdivision, combination or reclassification;

Any adjustment made pursuant to this Section 8(a)(i) shall be effective immediately after the close of business on the record date for such dividend or distribution, or on the effective date of such subdivision, combination or reclassification. If any such event is announced or declared but does not occur, the Optional Conversion Price shall be readjusted, effective as of the date the Board irrevocably announces that such event shall not occur, to the Optional Conversion Price that would then be in effect if such event had not been declared.

(ii)The dividend, distribution or other issuance to all or substantially all holders of Class A Common Stock of rights (other than rights, options or warrants distributed in connection with a stockholder rights plan), options or warrants (including convertible securities) entitling them to subscribe for or purchase shares of Class A Common Stock at a price per share that is less than the Closing Price as of the Trading Day immediately preceding the Ex-Dividend Date for such issuance, in which event the Optional Conversion Price shall be adjusted based on the following formula:

where:

CP1 = the new Optional Conversion Price in effect immediately after the close of business on the record date for such dividend, distribution or issuance;

CP0 = the Optional Conversion Price in effect immediately prior to the close of business on the record date for such dividend, distribution or issuance; For purposes of this Section 8(a)(ii), in determining whether any rights, options or warrants entitle the holders to purchase the Class A Common Stock at a price per share that is less than the Closing Price as of the Trading Day immediately preceding the Ex-Dividend Date for such dividend, distribution or issuance, there shall be taken into account any consideration the Corporation receives for such rights, options or warrants, and any amount payable on exercise thereof, with the value of such consideration, if other than cash, to be the fair market value thereof, as reasonably determined in good faith by the Board.

Any adjustment made pursuant to this clause (ii) shall become effective immediately following the close of business on the record date for such dividend, distribution or issuance. In the event that such rights, options or warrants are not so issued, the Optional Conversion Price shall be readjusted, effective as of the date the Board publicly announces its decision not to issue such rights, options or warrants, to the Optional Conversion Price that would then be in effect if such dividend, distribution or issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Class A Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, the Optional Conversion Price shall be readjusted to the Optional Conversion Price that would then be in effect had the adjustments made upon the dividend, distribution or issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Class A Common Stock actually delivered.

(iii)If the Corporation distributes shares of its Capital Stock, evidences of its indebtedness, other assets (including cash) or property of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities to all or substantially all holders of Class A Common Stock, excluding:

(A)dividends or distributions as to which adjustment is required to be effected pursuant to Section 8(a)(i) or (ii) above;

(B)rights issued to all holders of the Class A Common Stock pursuant to a rights plan, where such rights are not presently exercisable, trade with the Class A Common Stock and the plan provides that the holders of shares of Series C Preferred Stock will receive such rights along with any Class A Common Stock received upon conversion of the Series C Preferred Stock;

(C)dividends or distributions in which Series C Preferred Stock participates on an as-converted basis pursuant to Section 4(e); and

(D)Spin-Offs described below in this clause (iii),

then the Optional Conversion Price shall be decreased based on the following formula:

where,

CP1 =    the Optional Conversion Price in effect immediately after the open of business on the Ex-Dividend Date for such distribution;

CP0 =    the Optional Conversion Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

Any decrease made under the portion of this clause (iii) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Optional Conversion Price shall be increased to be the Optional Conversion Price that would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing decrease, each Holder of shares of Series C Preferred Stock shall receive at the same time and upon the same terms as holders of shares of Class A Common Stock without having to convert its Series C Preferred Stock, the amount and kind of the Capital Stock, evidences of the Corporation’s indebtedness, other assets (including cash) or property of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities of the Corporation that such Holder would have received as if such Holder owned a number of shares of Class A Common Stock into which the share of Series C Preferred Stock was convertible at the Optional Conversion Price in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this clause (d) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Closing Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

With respect to an adjustment pursuant to this clause (iii) where there has been a payment of a dividend or other distribution on the Class A Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation that will be, upon distribution, listed on a U.S. national or regional securities exchange (a “Spin-Off”), the Optional Conversion Price shall be decreased based on the following formula:

where,

CP1 =    Optional Conversion Price in effect immediately after the end of the Valuation Period;

CP0 =    the Optional Conversion Price in effect immediately prior to the end of the Valuation Period;

FMV =    the average of the Closing Prices of the Equity Securities or similar equity interest distributed to holders of the Class A Common Stock applicable to one share of the Class A Common Stock (determined by reference to the definition of Closing Price as set forth as if references therein to Class A Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

Any adjustment to the Optional Conversion Price under the preceding paragraph of this clause (iii) shall be made immediately after the close of business on the last Trading Day of the Valuation Period. If the Conversion Date for any share of Series C Preferred Stock to be converted occurs on or during the Valuation Period, then, notwithstanding anything to the contrary in this Certificate of Designations, the Corporation will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last Trading Day of the Valuation Period.

Notwithstanding the foregoing, if the “FMV” (as defined above) is equal to or greater than the VWAP of the Class A Common Stock over the Valuation Period, in lieu of the foregoing decrease, each Holder of shares of Series C Preferred Stock shall receive at the same time and upon the same terms as holders of shares of Class A Common Stock without having to convert its shares of Series C Preferred Stock, the amount and kind of Capital Stock or similar equity interest that such Holder would have received as if such Holder owned a number of shares of Class A Common Stock into which the Series C Preferred Stock was convertible at the Optional Conversion Price in effect on the Ex-Dividend Date for the distribution.

(iv)If the Corporation or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Class A Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Class A Common Stock exceeds the average of the Closing Prices of the Class A Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), the Optional Conversion Price shall be decreased based on the following formula:

where,

CP1 =    the Optional Conversion Price in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;

CP0 =    the Optional Conversion Price in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;

SP1 =    the average of the Closing Prices of the Class A Common Stock of over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day next succeeding the Expiration Date;

Provided, however, that the Optional Conversion Price will in no event be adjusted up pursuant to this Section 8(a)(iv). The adjustment to the Optional Conversion Price pursuant to this Section 8(a)(iv) will be calculated as of the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date. If the Conversion Date for any share of Series A Preferred Stock to be converted occurs on or during the Expiration Date or during the Tender/Exchange Offer Valuation Period, then, notwithstanding anything to the contrary in this Certificate of Designations, the Corporation will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last Trading Day of the Tender/Exchange Offer Valuation Period.

(v)If there shall occur any reclassification, statutory share exchange, reorganization, recapitalization, consolidation or merger involving the Corporation with or into another Person in which the Class A Common Stock (but not the Series C Preferred Stock) is converted into or exchanged for securities, cash or other property (excluding a merger solely for the purpose of changing the Corporation’s jurisdiction of incorporation) including a Fundamental Change (without limiting the rights of the Holders of Series C Preferred Stock with respect to any Fundamental Change) (a “Reorganization Event”), then, subject to Section 6 and, unless otherwise provided in Section 11, following any such Reorganization Event, each share of Series C Preferred Stock shall remain outstanding and be convertible into the number, kind and amount of securities, cash or other property which a Holder of such share of Series C Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series C Preferred Stock into the applicable number of shares of Class A Common Stock immediately prior to the effective date of the Reorganization Event using the Optional Conversion Price applicable immediately prior to the effective date of the Reorganization Event; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 8(a)(v) set forth with respect to the rights and interest thereafter of the holders of Series C Preferred Stock, to the end that the provisions set forth in this Section 8(a)(v) (including provisions with respect to changes in and other adjustments of the Optional Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series C Preferred Stock. Without limiting the Corporation’s obligations with respect to a Fundamental Change, the Corporation (or any successor) shall, no less than twenty (20) calendar days prior to the occurrence of any Reorganization Event, provide written notice to the holders of Series C Preferred Stock of the expected occurrence of such event and of the kind and amount of the cash, securities or other property that each share of Series C Preferred Stock is expected to be convertible into under this Section 8(a)(v). Failure to deliver such notice shall not affect the operation of this Section 8(a)(v). The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless, to the extent that the Corporation is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series C Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

(vi)To the extent that any stockholders’ rights plan adopted by the Corporation is in effect upon conversion of the shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock will receive, in addition to any Class A Common Stock due upon conversion, the appropriate number of rights, if any, under the applicable rights agreement (as the same may be amended from time to time). However, if, prior to any conversion, the rights have separated from the shares of the Class A Common Stock in accordance with the provisions of the applicable stockholders’ rights plan, the Optional Conversion Price will be adjusted at the time of separation as if the Corporation distributed to all holders of the Class A Common Stock, shares of Capital Stock, evidences of Indebtedness, securities, assets or property as described in clause (iii) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(b)Adjustment Upon Make-Whole Fundamental Change.

(i)If (i) the Event Effective Date of a Make-Whole Fundamental Change occurs and a Holder of shares of Series C Preferred Stock elects to convert any or all of its shares of Series C Preferred Stock in connection with such Make-Whole Fundamental Change, the Corporation shall, in addition to the shares of Common Stock otherwise issuable upon conversion of such shares of Series C Preferred Stock, issue an additional number of shares of Common Stock (the “Additional Shares”) upon surrender of such shares of Series C Preferred Stock for conversion as described in this Section 8(b). A conversion of shares of Series C Preferred Stock shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Corporation during the period from the open of business on the Event Effective Date of the Make-Whole Fundamental Change to the date that is twenty (20) Trading Days following the Event Effective Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Event Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).

(ii)The number of Additional Shares, if any, issuable in connection with a Make-Whole Fundamental Change shall be determined by reference to the table below, based on:

(A)the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Event Effective Date”) and

(B)the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change, as described in the succeeding paragraph (the “Stock Price”).

If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Closing Prices per share of the Class A Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Event Effective Date of the Make-Whole Fundamental Change. The Board shall make appropriate adjustments to the Stock Price, in its reasonable and good faith determination, to account for any adjustment to the Optional Conversion Price that becomes effective, or any event requiring an adjustment to the Optional Conversion Price where the Ex-Dividend Date, effective date or expiration date of the event occurs during such five Trading Day period.

(i)The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Optional Conversion Price is otherwise adjusted. The adjusted Stock Prices shall equal (A) the Stock Prices applicable immediately prior to such adjustment, multiplied by (B) a fraction, the numerator of which is the Optional Conversion Price immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Optional Conversion Price as so adjusted. The Additional Shares issuable upon conversion set forth in the table below shall be adjusted in the same manner and at the same time as the Optional Conversion Price as set forth in this Section 8 (b).

(ii)The following table sets forth the number of Additional Shares issuable upon conversion of Series C Preferred Stock pursuant to this Section Section 8(b) for each Stock Price and Event Effective Date set forth below:

(C)if the Stock Price is between two Stock Prices in the table or the Event Effective Date is between two Event Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Event Effective Dates in the table above, as applicable, based on a 365- or 366-day year, as the case may be;

(D) if the Stock Price is greater than $200 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be issued; and

(E)if the Stock Price is less than $5.82 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be issued.

(iii)Nothing in this Section 8(b) shall prevent any other adjustment to the Conversion Price pursuant to this Section 8(b) in respect of a Make-Whole Fundamental Change.

(iv)Make-Whole Fundamental Change Notice. Upon the occurrence of an Event Effective Date with respect to any Make-Whole Fundamental Change, the Corporation shall notify holders of Series C Preferred Stock in writing of the Event Effective Date of any Make-Whole Fundamental Change and the current Optional Conversion Price of the Series C Preferred Stock.

(c)Calculations. All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/1,000th of a share, as the case may be. The number of shares of Class A Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation. For purposes of this Section 8, the number of shares of Class A Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Class A Common Stock (excluding treasury shares, if any) actually issued and outstanding. Notwithstanding anything to the contrary, in no case will any adjustment be made if it would result in an increase to the then effective Optional Conversion Price.

(d)Condition. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 8, the Corporation shall take any action which may be necessary, including obtaining regulatory or stockholder approvals or exemptions, in order that the Corporation may thereafter validly and legally issue as fully paid and nonassessable all shares of Class A Common Stock that the Holder is entitled to receive upon exercise of the Series C Preferred Stock pursuant to this Section 8.

(e)Successive Adjustments. Any adjustments pursuant to this Section 8 shall be made successively whenever an event referred to herein shall occur. If an adjustment in Optional Conversion Price made hereunder would reduce the Optional Conversion Price to an amount below par value of the Class A Common Stock, then such adjustment in Conversion Price made hereunder shall reduce the Optional Conversion Price to the par value of the Class A Common Stock.

(f)No Adjustment. Except as otherwise provided in this Section 8, the Optional Conversion Price will not be adjusted for the issuance of Class A Common Stock or any securities convertible into or exchangeable for Class A Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Class A Common Stock. For the avoidance of doubt, no adjustment to the Optional Conversion Price will be made:

(i)upon the issuance of any shares of Class A Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Class A Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions;

(ii)upon the issuance of any shares of Class A Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs;

(iii)upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security, including the Series C Preferred Stock; or

(iv)for a change in the par value of the Class A Common Stock.

(g)Notice. Whenever the Optional Conversion Price is adjusted as provided under this Section 8, the Corporation shall, within ten (10) Business Days following the occurrence of an event that requires such adjustment, compute the adjusted Optional Conversion Price in accordance with this Section 8 and provide a written notice to the Holders of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Optional Conversion Price was determined and setting forth such applicable adjusted Optional Conversion Price.

(a)Fundamental Change Redemption. Subject to the provisions of this Section 9, upon the occurrence of a Fundamental Change (other than a Fundamental Change in which the Corporation is entitled to make and has made a Change of Control Election pursuant to Section 11), each Holder of Series C Preferred Stock shall have the right to require the Corporation to redeem, and the Corporation shall redeem, out of funds legally available therefor, any or all of the then-outstanding shares of Series C Preferred Stock held by such Holder (a “Fundamental Change Redemption”) for a price per share equal to the Corporation Redemption Price. In connection with a Fundamental Change, the Corporation shall provide to the holders of Series C Preferred Stock written notice of the proposed Fundamental Change (the “Fundamental Change Redemption Notice”) at least prior to the twentieth (20th) calendar day prior to the date on which the Corporation anticipates consummating a Fundamental Change (or if later and subject to this Section 9(a), promptly after the Corporation discovers that a Fundamental Change has or may occur). In the event a Holder elects to require the Corporation to effect a Fundamental Change Redemption, notice thereof must be received by the Corporation no later than the second Business Day immediately preceding the applicable Redemption Date. Any such Fundamental Change Redemption shall occur on the date of consummation of the Fundamental Change and in accordance with the Fundamental Change Redemption Notice, if such notice is received by the Holders of Series C Preferred Stock at least five (5) Business Days prior to the consummation of such Fundamental Change (solely in the case of the Corporation discovering a Fundamental Change may occur following the twenty (20) calendar day period above and within five (5) Business Days after the consummation of such Fundamental Change if the Corporation shall discover the occurrence of such Fundamental Change at a later date). To receive the Corporation Redemption Price, a Holder must comply with Section 9(i). In exchange for the cancellation of shares of Series C Preferred Stock of their certificate or certificates, if any, or a valid and binding affidavit of loss, representing such shares on or after the applicable Fundamental Change Redemption Date in accordance with Section 9(i) below, the Corporation Redemption Price for the shares being redeemed shall be payable in cash by the Corporation in immediately available funds to the respective holders of the Series C Preferred Stock (or, to the extent permitted by Section 9(g), in shares of Class A Common Stock).

(b)Corporation Redemption. Subject to the provisions of this Section 9, the Corporation shall have the right, but not the obligation, subject to the Common Stock Liquidity Conditions, to redeem, from time to time, out of funds legally available therefor, all or any portion of the then-outstanding shares of Series C Preferred Stock (a “Corporation Redemption”) at any time on or following the third anniversary of the Original Issue Date for a price per share equal to the Corporation Redemption Price. Any such Corporation Redemption shall occur not less than twenty (20) days and not more than sixty (60) days following receipt by the applicable Holder(s) of Series C Preferred Stock of a written election notice (the “Corporation Redemption Notice”) from the Corporation. Following the notice period required by the Corporation Redemption Notice, the Corporation shall redeem all, or in the case of an election to redeem less than all of the shares of Series C Preferred Stock, the same pro rata portion of each such Holder’s shares redeemed pursuant to this Section 9(b). To receive the Corporation Redemption Price, a Holder must comply with Section 9(i). In exchange for the cancellation of shares of Series C Preferred Stock of their certificate or certificates, if any, or a valid and binding affidavit of loss, representing such shares on or after the applicable Redemption Date in accordance with Section 9(i) below, the Corporation Redemption Price for the shares being redeemed shall be payable in cash by the Corporation in immediately available funds to the respective holders of the Series C Preferred Stock (or, to the extent permitted by Section 9(g), in shares of Class A Common Stock). Notwithstanding anything to the contrary contained herein, each Holder of shares of Series C Preferred Stock shall have the right to elect, prior to the Corporation Redemption Date, to exercise the conversion rights, if any, in accordance with Section 7.

(c)Redemption at the Option of the Holder. From and after the fifth anniversary of the Original Issue Date, each Holder of Series C Preferred Stock shall have the right, but not the obligation (the “Put Option”), to require the Corporation to redeem any or all of the shares of Series C Preferred Stock of such Holder then-issued and outstanding, at a redemption price equal to the aggregate Accumulated Stated Value of the shares of Series C Preferred Stock to be redeemed (such price, the “Put Price”). To receive the Corporation Redemption Price, a Holder must comply with Section 9(i). In exchange for the cancellation of shares of Series C Preferred Stock of their certificate or certificates, if any, or a valid and binding affidavit of loss, representing such shares on or after the applicable Put Payment Date in accordance with Section 9(i) below, the Put Price for the shares being redeemed shall be payable in cash by the Corporation in immediately available funds to the respective holders of the Series C Preferred Stock (or, to the extent permitted by Section 9(g), in shares of Class A Common Stock).

(d)Fundamental Change Redemption Notice. Each Fundamental Change Redemption Notice shall state:

(i)the Corporation Redemption Price;

(ii)the date of the closing of the redemption, which pursuant to Section 9(a) shall be the date of consummation of the Fundamental Change (the applicable date, the “Fundamental Change Redemption Date”);

(iii)the current Optional Conversion Price of the Series C Preferred Stock, after giving effect to any adjustments pursuant to Section 8 (including, for the avoidance of doubt, any adjustments for a Make-Whole Fundamental Change);

(iv)a description of the information needed from the Holder to elect to participate in such redemption, including a form of any notice required to be delivered by a Holder to participate in such redemption;

(v)a description of the payments and other actions required to be made or taken in order to satisfy all of the Corporation’s obligations under any outstanding indebtedness; and

(vi)the manner and place designated for surrender by the Holder to the Corporation of his, her or its certificate or certificates, if any, representing the shares of Series C Preferred Stock to be redeemed.

(e)Corporation Redemption Notice. Each Corporation Redemption Notice shall state:

(i)the number of shares of Series C Preferred Stock held by the Holder that the Corporation proposes to redeem on the Corporation Redemption Date specified in the Corporation Redemption Notice;

(ii)the date of the closing of the redemption, which pursuant to Section 9(b) shall be no earlier than twenty (20) days and shall be no later than sixty (60) days following circulation by the Corporation of the Corporation Redemption Notice (the applicable date, the “Corporation Redemption Date” and, together with a Fundamental Change Redemption Date or a Put Payment Date, the “Redemption Dates”) and the Corporation Redemption Price;

(iii)the Conversion Election Date;

(iv)the current Optional Conversion Price of the Series C Preferred Stock, after giving effect to any adjustments pursuant to Section 8 (including, for the avoidance of doubt, any adjustments for a Make-Whole Fundamental Change); and

(v)the manner and place designated for surrender by the Holder to the Corporation of his, her or its certificate or certificates, if any, representing the shares of Series C Preferred Stock to be redeemed.

(f)Put Notice. To exercise the Put Option pursuant to Section 9(c), a Holder must deliver written notice (a “Put Notice”) to the Corporation stating (i) the date on which the shares of Series C Preferred Stock shall be redeemed by the Corporation pursuant to the Put Option, which date shall be not less than ninety (90) days after the date of such notice (the “Put Payment Date”), and (ii) the number of shares of Series C Preferred Stock that such Holder desires to have redeemed.

(g)Payment of a Portion of the Corporation Redemption Price or Put Price in shares of Class A Common Stock. At the Corporation’s option (a “Share Settlement Option”), subject to the Common Stock Liquidity Conditions, and in partial satisfaction of its payment obligations, so long as the Corporation is not limited in its ability to pay the cash Redemption Price or Put Price pursuant to Section 9(h), (i) it may pay up to 33% (or such larger percentage as a Holder may agree in writing) of the Corporation Redemption Price in a Corporation Redemption in shares of Class A Common Stock in lieu of cash, (ii) it may pay up to 33% (or such larger percentage as a Holder may agree in writing) of the Corporation Redemption Price in a Fundamental Change Redemption in shares of Class A Common Stock in lieu of cash and (iii) it may pay up to 50% of the Put Price in a redemption pursuant to the Put Right in shares of Class A Common Stock in lieu of cash. The number of shares of Class A Common Stock deliverable upon an exercise of the Share Settlement Option shall be determined by dividing (A) the amount of the Corporation Redemption Price or Put Price to be settled in shares of Class A Common Stock by (B) the lesser of (x) the current Optional Conversion Price, and (y) a price per share equal to 95% of the arithmetic average of the VWAPs for each of the Trading Days in the period commencing thirty (30) Trading Days immediately preceding the Redemption Date.

(h)Insufficient Funds; Remedies For Nonpayment.

(i)Insufficient Funds. If, on any Redemption Date, the assets of the Corporation legally available or available without breach of any credit agreement to which the Corporation is then a party (after taking into account all available payment baskets under such agreement) are insufficient to pay the full Redemption Price or Put Price, as applicable, for the total number of shares to be redeemed, the Corporation shall redeem out of all such assets legally available therefor on the applicable Redemption Date the maximum possible number of shares that it can redeem on such date, pro rata among the Holders of such shares to be redeemed in proportion to the aggregate number of shares to be redeemed by each such Holder on the applicable Redemption Date. In addition, following the applicable Redemption Date, at any time and from time to time when additional assets of the Corporation become legally available to redeem the remaining shares, the Corporation shall use such assets to pay the remaining balance of the aggregate applicable Corporation Redemption Price or Put Price, as applicable.

(ii)Remedies For Nonpayment. If, on any Redemption Date, all of the shares elected to be redeemed pursuant to such redemption are not redeemed in full by the Corporation by paying the entire applicable Corporation Redemption Price or Put Price (after giving effect to the Share Settlement Option) then, until such shares are fully redeemed and the aggregate Corporation Redemption Price or Put Price is paid in full, all of the unredeemed shares shall remain outstanding and continue to have the rights, preferences and privileges expressed herein, including the accrual and accumulation of dividends thereon as provided in Section 4; provided that the applicable Dividend Rate on all of the unredeemed shares shall automatically increase by 2.00% per annum on (and effective as of) the applicable Redemption Date and shall continue to increase up to 15% per annum until such time as the full Corporation Redemption Price or Put Price, as applicable (after giving effect to the Share Settlement Option), has been paid in full in respect of all shares to be redeemed.

(i)Surrender of Certificates. On or before the applicable Redemption Date, each Holder of shares of Series C Preferred Stock being redeemed shall surrender the certificate or certificates, if any, representing such shares to the Corporation in the manner and place designated in the Fundamental Change Redemption Notice or Corporation Redemption Notice or as instructed by the Corporation after receipt of a Put Notice, as applicable, or to the Corporation’s corporate secretary at the Corporation’s headquarters, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto), or, in the event such certificate or certificates are lost, stolen or missing, shall deliver an affidavit of loss, in the manner and place designated in the Fundamental Change Redemption Notice or Corporation Redemption Notice or as instructed by the Corporation after receipt of a Put Notice, as applicable. Each surrendered certificate shall be canceled and retired and the Corporation shall thereafter make payment of the Corporation Redemption Price or Put Price, as applicable, by certified check or wire transfer to the holder of record of such certificate or by delivery of shares of Class A Common stock as permitted by Section 9(h); provided, that if less than all the shares represented by a surrendered certificate are redeemed, then a new stock certificate representing the unredeemed shares shall be issued in the name of the applicable holder of record of the canceled stock certificate.

(j)Rights Subsequent to Redemption. If, on the applicable Redemption Date, the applicable Corporation Redemption Price or Put Price is paid) for any of the shares to be redeemed on such Redemption Date, then on such date all rights of the Holder in the shares so redeemed and paid, including any rights to dividends on such shares, shall cease, and such shares shall no longer be deemed issued and outstanding

(a)In connection with a Change of Control pursuant to which the holders of Class A Common Stock are entitled to receive consideration in cash, securities or other assets with respect to, or in exchange for, shares of Class A Common Stock, at the Holder’s election (a “Change of Control Election”) and effective as of immediately prior to the Change of Control, (i) the shares of Series C Preferred Stock shall be deemed to have been converted in full into shares of Class A Common Stock at a price per share equal to the current Optional Conversion Price and each Holder shall be entitled to receive on the effective date of such Change of Control (the “Change of Control Effective Date”), for each share of Class A Common Stock deemed to have been acquired in such conversion, the Change of Control Consideration (as defined below) or (ii) such Holder shall be entitled to receive, before any distribution or payment of the Change of Control Consideration may be made to or set aside for the holders of any Junior Securities, an amount in cash for each share of then outstanding Series C Preferred Stock held by such Holder equal to the Liquidation Preference as of the Business Day immediately preceding the date of such Change of Control Effective Date. At such time as the Corporation has paid the Change of Control Consideration or Liquidation Preference, as the case may be, or deposited an amount equal to the Change of Control Consideration or Liquidation Preference, as the case may be, in respect of a share of Series C Preferred Stock with its transfer agent, such share of Series C Preferred Stock shall be automatically cancelled and shall thereafter cease to represent any entitlement or equity interest in the Corporation.

(b)On or before the twentieth (20th) Business Day prior to the Change of Control Effective Date (or, if later, promptly after the Corporation discovers that a Change of Control has occurred or may occur), a written notice (the “Change of Control Notice”) shall be sent by or on behalf of the Corporation to the Holders as they appear in the records of the Corporation, which notice shall contain (i) the anticipated Change of Control Effective Date, or date on which the Change of Control has occurred, (ii) the calculation of the consideration that would be payable to such Holder on the Change of Control Effective Date (provided that in no event shall such consideration on a per share basis be less than, or in a different form than, the consideration that would be payable to any holder of Class A Common Stock on a per share basis) (the “Change of Control Consideration”), (iii) the calculation of the Liquidation Preference that would be payable to such Holder on the Change of Control Effective Date, and (iv) the instructions a Holder must follow to receive the Change of Control Consideration or Liquidation Preference, as the case may be, in connection with such Change of Control.

(c)Contemporaneously with the closing of any Change of Control, the Corporation shall deliver or cause to be delivered to the Holder the amount of such Holder’s Change of Control Consideration or Liquidation Preference, as the case may be.

(d)Until a share of Series C Preferred Stock is cancelled by the payment or deposit in full of the applicable Change of Control Consideration or Liquidation Preference, as the case may be, as provided in this Section 11, such share of Series C Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights provided herein and nothing in this Section 11 shall limit a Holder’s right to deliver a Notice of Conversion and exercise its right to convert prior to the Change of Control Effective Date, to the extent otherwise permissible in accordance with this Certificate of Designations; provided, that no such shares of Series C Preferred Stock may be converted into shares of Class A Common Stock following the Change of Control Effective Date.

(e)With respect to any share of Series C Preferred Stock to be converted or otherwise liquidated at the Holder’s election pursuant to this Section 11 for which the Corporation has paid the Change of Control Consideration or Liquidation Preference, as the case may be, or deposited an amount equal to the Change of Control Consideration or Liquidation Preference, as the case may be, in respect of such share with its transfer agent, (i) dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate other than the rights of the Holder thereof to receive the Change of Control Consideration or Liquidation Preference, as the case may be, therefor.

(f)Notwithstanding anything to the contrary contained in this Section 11, in the event of a Change of Control, the Corporation shall only pay the Change of Control Consideration or Liquidation Preference, as the case may be, required above after paying in full in cash all obligations of the Corporation and its Subsidiaries under any credit agreement, indenture or similar agreement evidencing indebtedness for borrowed money (including the termination of all commitments to lend, to the extent required by such credit agreement, indenture or similar agreement), which requires prior payment of the obligations thereunder (and termination of commitments thereunder, if applicable) as a condition to the Change of Control.

(a)Legends on Shares of Class A Common Stock; Compliance with Securities Laws.

(i)

(A)Each share certificate representing shares of Class A Common Stock issued pursuant to this Certificate of Designations shall bear the following legend (and a comparable notation in book-entry or other arrangement will be made with respect to any uncertificated shares of Class A Common Stock):

“THE SHARES AND OTHER SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL OR OTHER EVIDENCE OF COMPLIANCE WITH THE ACT

(B)In addition, such legend or notation shall include the following language:

(ii)The Holders agree that they will, if requested by the Corporation, deliver at their expense to the Corporation an opinion of reputable U.S. counsel selected by the Holder and reasonably acceptable to the Corporation, in form and substance reasonably satisfactory to the Corporation, that any transfer of such shares of Class A Common Stock made, other than in connection with an offering registered under the Securities Act by the Corporation or pursuant to Rule 144 under the Securities Act, does not require registration under the Securities Act. At such time as such shares of Class A Common Stock may be freely sold pursuant to an effective registration statement covering the resale of the shares of Class A Common Stock and naming the Holder as a selling stockholder thereunder or the shares of Class A Common Stock are freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, the Corporation agrees that it will promptly after the later of the delivery of an opinion of reputable U.S. counsel selected by the Holders and reasonably acceptable to the Corporation, in form and substance reasonably satisfactory to the Corporation and, in the case of certificated shares of Class A Common Stock, the delivery by the Holders to the Corporation or its transfer agent of a certificate or certificates representing such shares of Class A Common Stock issued with the legend set forth in clause (i) above, deliver or cause to be delivered to the Holder a replacement stock certificate or certificates representing such shares of Class A Common Stock that is free from the legend set forth in clause (i) above (or in the case of uncertificated shares of Class A Common Stock, free of any notation in book-entry or other arrangement).

(iii)The Holder understands that the Series C Preferred Stock and shares of Class A Common Stock issued pursuant to this Certificate of Designation are characterized as “restricted securities” under the federal securities laws as they are being acquired from the Corporation in a transaction not involving a public offering and that under such laws and applicable regulations the Series C Preferred Stock and shares of Class A Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The Holder represents and covenants that the Series C Preferred Stock has been purchased for investment only and not with a view to distribute or resale, and may not be sold, pledged, hypothecated or otherwise transferred unless the Series C Preferred Stock or the shares of the Class A Common Stock issued pursuant to this Certificate of Designations are registered under the Securities Act, any other applicable securities law, or the Corporation has received an opinion of counsel satisfactory to it that registration is not required.

(iv)Prior and as a condition to the sale or transfer of the shares of Series C Preferred Stock issued pursuant to this Certificate of Designations, the Holder shall furnish to the Corporation such certificates, representations, agreements and other information, as the Corporation or the Corporation’s transfer agent reasonably may require, including but not limited to such opinion of counsel required by the Corporation’s transfer agent in order to remove any restrictive legends or notations.

(b)Uncertificated Shares. The Corporation shall issue the Series C Preferred Stock in uncertificated form. The Corporation shall not issue stock certificates unless specifically requested by a Holder upon written request. In the event that the Corporation issues shares of Series C Preferred Stock represented by certificates pursuant to a Holder’s request, such certificates shall be in such form as prescribed by the Board or a duly authorized officer of the Corporation, shall contain the statements and information required by the DGCL and shall be signed by the officers of the Corporation in the manner permitted by the DGCL.

(c)Maturity. The Series C Preferred Stock will be issued as perpetual securities with no fixed maturity date and except as set forth in Section 9, the Holders will not have any rights to require the Corporation to redeem, repurchase or retire the Series C Preferred Stock at any time.

(d)Fractional Shares. The Corporation shall not be required to deliver fractional shares of Class A Common Stock to the Holders whether pursuant to any dividend, conversion or otherwise. In the Corporation’s sole discretion, the number of shares of Class A Common Stock or other Capital Stock of the Corporation to be issued upon payment of a Declared Dividend or conversion of the Series C Preferred Stock shall be rounded down to the nearest whole share and in lieu of fractional shares otherwise issuable, the Holders will be entitled to receive an amount in cash equal to the fraction of a share of Class A Common Stock multiplied by the Closing Price of the Class A Common Stock on the Trading Day immediately preceding the applicable Conversion Date, Dividend Payment Date or other applicable date of determination.

(e)Taxes. The Corporation shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series C Preferred Stock, shares of Class A Common Stock or other securities issued on account of Series C Preferred Stock pursuant hereto or certificates representing such shares or securities, if any. However, in the case of conversion of Series C Preferred Stock, the Corporation shall not be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of shares of Series C Preferred Stock, shares of Class A Common Stock or other securities to a Beneficial Owner other than the Beneficial Owner of the Series C Preferred Stock immediately prior to such conversion, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable. If any applicable law requires the deduction or withholding of any tax from any payment or deemed dividend to a Holder on its Preferred Stock, the Corporation or an applicable withholding agent may deduct and withhold on cash dividends, shares of Class A Common Stock or sale proceeds paid, subsequently paid or credited with respect to such Holder or his successors and assigns as they deem necessary to meet their withholding obligations, and may sell all or a portion of such withheld Class A Common Stock by public or private sale in such amounts and in such manner as they deem necessary and practicable to pay such taxes and charges. The Holders shall provide the Corporation (and any applicable withholding agent) with any relevant tax forms, including an IRS Form W-9 or an applicable IRS Form W-8, or any similar information. To the extent that the Corporation is required to pay a taxing authority any amounts deducted or withheld in respect of the Series C Preferred Stock or the Class A Common Stock other than in respect of a cash payment being made on the Series C Preferred Stock or the Class A Common Stock pursuant to this Certificate of Designations from which taxes may be deducted or withheld, the applicable Holder in respect of whom such withholding is required to be made shall timely contribute to the Corporation an amount in cash equal to the full amount of any such withholding taxes required to be paid before the date such taxes are required to be remitted to the relevant taxing authority. To the extent any amounts are deducted or withheld and paid over to the appropriate taxing authority pursuant to this Section 12(d), such amounts shall be treated for all purposes of this Certificate of Designations as having been distributed to the Holders in respect of which such deduction and withholding was made. Except as otherwise required by a change of law after the date hereof, it is intended that (i) the Series C Preferred Stock shall be treated as stock that is not “preferred stock” within the meaning of Section 305 of the Code and the Treasury Regulations issued thereunder and (ii) no Holder shall be required to include in income as a dividend (including any deemed dividend) for U.S. federal income tax purposes any income or gain in respect of the Series C Preferred Stock unless and until Dividends are declared and paid in cash in respect of such Series C Preferred Stock.

(f)Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, sent by a nationally recognized overnight courier service, addressed to the Corporation, at 520 Madison Ave., 26th Floor, New York, New York 10022, Attention: General Counsel or such other address or facsimile number as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 12(f). Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, sent by a nationally recognized overnight courier service addressed to each Holder at the address of such Holder appearing on the books of the Corporation, or if no such address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earlier of (i) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (ii) upon actual receipt by the party to whom such notice is required to be given.

(g)Lost or Mutilated Preferred Stock Certificate. If a Holder’s Series C Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series C Preferred Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership thereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.

(h)Record Holders. To the fullest extent permitted by applicable law, the Corporation and the Corporation’s transfer agent may deem and treat the record Holder as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

(i)Status of Converted, Redeemed, Repurchased or Cancelled Shares. If any share of Series C Preferred Stock is converted, redeemed, repurchased or otherwise acquired by the Corporation, in any manner whatsoever, the share of Series C Preferred Stock so converted, redeemed, repurchased or acquired shall, to the fullest extent permitted by applicable law, be retired and cancelled upon such conversion, redemption, repurchase or acquisition. Any share of Series C Preferred Stock so converted, redeemed, repurchased or acquired shall, upon its retirement and cancellation, and upon the taking of any action required by applicable law, become an authorized but unissued share of Series C Preferred Stock.

(j)Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(k)Cash Payments. All cash payments due hereunder shall be made in U.S. dollars by wire transfer in immediately available funds.

(l)Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designations and shall not be deemed to limit or affect any of the provisions hereof.

(m)Severability. The provisions of this Certificate of Designations shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Certificate of Designations, or the application thereof to any Person or any circumstance, is found by a court or other governmental authority of competent jurisdiction to be invalid or unenforceable, the remainder of this Certificate of Designations and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If any provision of this Certificate of Designations is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

(n)Other Rights. The shares of Series C Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation, as provided by applicable law or as specified in any other written agreement between any Holder of Series C Preferred Stock and the Corporation.

The undersigned hereby elects to convert the number of shares of Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) indicated below, into shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of AlTi Global, Inc., a Delaware corporation (the “Corporation”), according to the conditions set forth in the Certificate of Designations of the Series C Preferred Stock, as of the date written below. The undersigned hereby acknowledges that all applicable shares shall be issued in the name of the applicable record holder of such Series C Preferred Stock as it appears in the shareholder records of the Corporation. The undersigned will pay all transfer taxes payable with respect to a conversion and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

Number of shares of Series C Preferred Stock to be Converted:     

Value of shares of Series C Preferred Stock to be Converted:     

Certificate Number of Series C Preferred Stock attached hereto:     

Number of Shares of Series C Preferred Stock represented by attached certificate:     

Number of shares of Series C Preferred Stock subsequent to Conversion:     

[HOLDER]

AlTi Global, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, for value received, Allianz Strategic Investments S.à.r.l. or its permitted registered assigns (the “Holder”), is entitled to purchase from the Corporation up to a total of 5,000,000 shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”), of the Corporation (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $7.40 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), at any time and from time to time on or after the Original Issue Date set forth above (the “Original Issue Date”) through and including 5:30 P.M., New York City time, on the five (5) year anniversary of the Original Issue Date (the “Expiration Date”), and subject to the following terms and conditions:

“Affiliate” means, as to any Person, any other Person that, directly or, through one or more intermediaries, is controlling, controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct, or cause the direction of, management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

For clarity, the Corporation and its Subsidiaries shall not be deemed to be Affiliates of a Holder or any of its Affiliates.

“Business Day” means any day on which the Class A Common Stock may trade on a Trading Market, or, if not admitted for trading, any day other than a Saturday, Sunday or any day that shall be a legal holiday or a day on which banking institutions in the State of New York, in Munich, Germany or in Luxembourg, Grand Duchy of Luxembourg are authorized or required by law or other governmental action to close.

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation, its wholly owned Subsidiaries and the employee benefit plans of the Corporation and its wholly owned Subsidiaries, files a Schedule TO or any other schedule, form or report under the Exchange Act disclosing, or with respect to whom it otherwise becomes known (through public disclosure or otherwise) to the Corporation, that such person or group has obtained, directly or indirectly, Beneficial Ownership of more than fifty percent (50%) of the total voting power of the outstanding Capital Stock of the Corporation; or

“Change of Control Exercise Period” has the meaning set forth in Section 12(b).

“Excess Warrant Shares” has the meaning set forth in Section 11(b)(i).

“Investor Rights Agreement” means the Investor Rights Agreement dated as of [], 2024 by and between the Corporation and Allianz Strategic Investments S.à.r.l..

“Non-Voting Class C Common Stock” means, once authorized and issued in accordance with the Charter Amendment, the Corporation’s Class C Non-Voting Common Stock, par value $0.0001 per share, which following the 20% Approval shall be convertible into an equivalent number of shares of Class A Common Stock, subject to the beneficial ownership limitations set forth in the Certificate of Incorporation.

“Ownership Cap” means, with respect to any Holder, together with its Affiliates and any other Persons whose beneficial ownership of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, including Rule 13d-5, (a) unless and until the Stockholder Approval has been duly obtained, Beneficial Ownership equal to 19.9% of the issued and outstanding shares of Class A Common Stock plus Class B Common Stock (calculated as (i) the Maximum Potential Issuance, as that term is currently used by Nasdaq for purposes of Nasdaq Rule 5635 (ii) divided by the pre-transaction issued and outstanding shares of Class A Common Stock plus Class B Common Stock) as of the end of the Trading Day immediately preceding the Original Issue Date (i.e., [] shares of Class A Common Stock and [] shares of Class B Common Stock) (the “19.9% Cap”) or (b) at any time after the Stockholder Approval has been duly obtained, Beneficial Ownership equal to 24.9% of the issued and outstanding shares of Class A Common Stock plus Class B Common Stock (calculated as (i) the voting power of all securities issued or potentially issuable (ii) divided by the pre-transaction issued and outstanding shares of Class A Common Stock plus Class B Common Stock) as of the end of the Trading Day immediately preceding the Exercise Date (the “24.9% Cap”), in each case as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar transactions; provided that the 24.9% Cap may be waived without the further approval of stockholders of the Corporation if (i) the Board expressly authorizes such waiver and (ii) the Holder provides its written consent to the Corporation in respect of such waiver; provided, further, that such waiver shall only become effective once any required consents of customers of the Corporation and its Subsidiaries pursuant to the Investment Advisers Act of 1940 are obtained.

“Stockholder Approval” means the approvals by the holders of Class A Common Stock and Class B Common Stock that are required under the listing standards of Nasdaq (and any successor thereto and any other trading market on which the Class A Common Stock is listed), including Nasdaq Stock Market Rule 5635(b) and Rule 5635(d), to approve the issuance of Class A Common Stock upon conversion or payment of dividends, as the case may be, of shares of the Series A Preferred Stock of the Corporation and the exercise of the Warrants, and approval of the Charter Amendment, in each case subject to the minimum required approval pursuant to the Certificate of Incorporation, the Bylaws, Nasdaq or applicable law.

Section 3.Registration of Transfers. Subject to the legend appearing on the first page hereof, compliance with all applicable securities laws, Governmental Approvals reasonably determined by the Corporation to be required or advisable and any other agreement between the Corporation and a Holder, including, but not limited to the Investor Rights Agreement, the Corporation shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any). Upon any such registration or transfer, a new Warrant to purchase Class A Common Stock in substantially the form of this Warrant (any such new Warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Corporation shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.

Section 4.Exercise and Duration of Warrant. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 4(b) and Section 10 of this Warrant at any time or from time to time on or after the Original Issue Date and through and including 5:30 P.M., New York City time, on the earlier to occur of (a) the Expiration Date and (b) the Change of Control Effective Date, subject to the conditions and restrictions contained in this Warrant.

At 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding, without any action by or on behalf of any Holder, the Corporation or any other Person.

(a)The Holder may exercise this Warrant by delivering to the Corporation (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 10 below). The date on which the Exercise Notice is delivered to the Corporation (as determined in accordance with the notice provisions hereof) is an “Exercise Date”. Within five (5) Trading Days following the delivery of the Exercise Notice (the “Payment Deadline”), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Corporation’s obligations to deliver such Warrant Shares shall be delayed on a dayforday basis each day after the Payment Deadline such payment of the Exercise Price is not paid. If the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, the Holder shall surrender this Warrant to the Corporation for cancellation within five (5) Trading Days of the date the final Exercise Notice is delivered to the Corporation. If the Holder does not exercise the Warrant in its entirety, the Holder will be entitled to receive from the Corporation within a reasonable time, and in any event not exceeding three (3) Trading Days, a New Warrant in substantially identical form for the number of Warrant Shares equal to the difference between the number of Warrant Shares subject to this Warrant and the number of Warrant Shares as to which this Warrant was exercised.

Section 5.Delivery of Warrant Shares. (a) Subject to Section 4(b), upon exercise of this Warrant, the Corporation shall promptly (but in no event later than 5:30 P.M., New York City time, on the third (3rd) Trading Day after the Exercise Date (or the fourth (4th) Trading Day if the last of the Exercise Notice, the Exercise Price (if applicable) and opinion of counsel referred to below in Section 17(a) is delivered after 5:00 P.M., New York City time, on the Exercise Date) (such time, the “Delivery Deadline”) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in the name of the Holder as set forth in the Warrant Register (i) a certificate for the Warrant Shares issuable upon such exercise, (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization or (iii) a book entry credit on the direct registration system of the Corporation’s transfer agent, in each case where the legends set forth in Section 17(a)(i) below are affixed or recorded in any such book entry, except to the extent such Warrant Shares may be issued free of restrictive legends pursuant to Section 17(a)(ii) below. The Holder shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date with respect thereto. If the Warrant Shares can be issued without restrictive legends, the Corporation shall, upon the written request of the Holder, use its commercially reasonable efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Corporation shall promptly issue to the Holder the number of Warrant Shares that are not disputed.

(a)To the extent permitted by law, the Corporation’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same.

Section 7.Reservation of Warrant Shares. The Corporation covenants that it will reserve and keep available out of its authorized and unissued shares of Class A Common Stock, Non-Voting Class C Common Stock and Series A Preferred Stock solely for the purpose of issuance upon exercise of this Warrant, not less than such number of Warrant Shares as shall be issuable upon the exercise in full of this Warrant. The Corporation covenants that all shares of Class A Common Stock, Non-Voting Class C Common Stock and Series A Preferred Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, and nonassessable. If at any time prior to the Exercise Date, the number of authorized but unissued shares of Class A Common Stock, Non-Voting Class C Common Stock and Series A Preferred Stock shall not be sufficient to permit exercise of this Warrant, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock, Non-Voting Class C Common Stock and Series A Preferred Stock to such number of shares as shall be sufficient for such purposes.

(a)The Exercise Price will be subject to adjustment, without duplication, upon the occurrence of the following events, except that the Corporation shall not make any adjustment to the Exercise Price if Holders of this Warrant participate, at the same time and upon the same terms as holders of Class A Common Stock and solely as a result of holding this Warrant, in any transaction described in this Section 8(a), without having to exercise their Warrant, as if they held a number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock into which the Warrant held by such Holder is exercisable:

(i)The issuance of Class A Common Stock as a dividend or distribution to all or substantially all holders of Class A Common Stock, or a subdivision or combination of Class A Common Stock or a reclassification of Class A Common Stock into a greater or lesser number of shares of Class A Common Stock, in which event the Exercise Price shall be adjusted based on the following formula:

where:

Any adjustment made pursuant to this Section 8(a)(i) shall be effective immediately after the close of business on the record date for such dividend or distribution, or on the effective date of such subdivision, combination or reclassification. If any such event is announced or declared but does not occur, the Exercise Price shall be readjusted, effective as of the date the Corporation’s Board of Directors (the “Board”) irrevocably announces that such event shall not occur, to the Exercise Price that would then be in effect if such event had not been declared.

(ii)The dividend, distribution or other issuance to all or substantially all holders of Class A Common Stock of rights (other than rights, options or warrants distributed in connection with a stockholder rights plan), options or warrants (including convertible securities) entitling them to subscribe for or purchase shares of Class A Common Stock, at a price per share that is less than the Closing Price as of the Trading Day immediately preceding the Ex-Dividend Date for such issuance, in which event the Exercise Price shall be adjusted based on the following formula:

where:

Any adjustment made pursuant to this clause (ii) shall become effective immediately following the close of business on the record date for such dividend, distribution or issuance. In the event that such rights, options or warrants are not so issued, the Exercise Price shall be readjusted, effective as of the date the Board publicly announces its decision not to issue such rights, options or warrants, to the Exercise Price that would then be in effect if such dividend, distribution or issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Class A Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the dividend, distribution or issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Class A Common Stock actually delivered.

(b)All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/1,000th of a share, as the case may be. The number of shares of Class A Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation. For purposes of this Section 8, the number of shares of Class A Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Class A Common Stock (excluding treasury shares, if any) actually issued and outstanding. Notwithstanding anything to the contrary, in no case will any adjustment be made if it would result in an increase to the then-effective Exercise Price.

(c)If the Corporation takes any action affecting the Class A Common Stock, other than actions described in this Section 8, which, in the good faith opinion of the Board, would materially and adversely affect the exercise rights of the Holder, the Exercise Price for the Warrant and/or the number of Warrant Shares received upon exercise of the Warrant shall be adjusted for the Holder’s benefit, to the extent permitted by law, in such manner, and at such time, as the Board after consultation with the Holder shall reasonably determine to be equitable in the circumstances.

(d)The Corporation will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation.

(e)Whenever the Exercise Price is adjusted, as provided under this Section 8, the Corporation shall, within ten (10) Trading Days following the occurrence of an event that requires such adjustment, compute the adjusted Exercise Price in accordance with this Section 8 and provide a written notice to the Holder of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Exercise Price was determined and setting forth such applicable Exercise Price.

(f)As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 8, the Corporation shall take any action which may be necessary, including obtaining regulatory or stockholder approvals or exemptions, in order that the Corporation may thereafter validly and legally issue as fully paid and nonassessable all shares of Class A Common Stock that the Holder is entitled to receive upon exercise of this Warrant pursuant to this Section 8.

(g)Any adjustments pursuant to this Section 8 shall be made successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Class A Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Class A Common Stock.

(h)Except as otherwise provided in this Section 8, the Exercise Price will not be adjusted for the issuance of Class A Common Stock or any securities convertible into or exchangeable for Class A Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Class A Common Stock. For the avoidance of doubt, no adjustment to the Exercise Price will be made:

(i)upon the issuance of any shares of Class A Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Class A Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions;

(ii)upon the issuance of any shares of Class A Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs;

(iii)upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security, including the Warrants; or

(iv)for a change in the par value of the Class A Common Stock.

Section 11.Beneficial Ownership Limitation. Notwithstanding anything in this Warrant to the contrary, no Holder shall have the right to acquire or be issued shares of Class A Common Stock, whether pursuant to an exercise of this Warrant or otherwise, and the Corporation shall not effect any exercise of this Warrant or otherwise issue shares of Class A Common Stock to a Holder, in each case to the extent that after giving effect to such acquisition or issuance, the Beneficial Ownership of the Holder (together with the Holder’s Affiliates and any other Persons whose beneficial ownership of Class A Common Stock would be aggregated with the Holder’s beneficial ownership for purposes of Section 13(d) of the Exchange Act) would exceed the Ownership Cap. In the event exercise of this Warrant and issuance of Warrant Shares pursuant to this Warrant would cause a Holder’s Beneficial Ownership to exceed the Ownership Cap, then:

(a)first, the Corporation shall issue to the Holder, pursuant to a valid Exercise Notice, a number of Warrant Shares, rounded up to the nearest whole number, that would cause such Holder’s Beneficial Ownership to equal, but not exceed, the Ownership Cap; and

(b)second:

(i)following the approval of the adoption of the Charter Amendment by the stockholders of the Corporation, the Corporation shall issue to the Holder shares of Non-Voting Class C Common Stock in an amount equal to (x) the number of Warrant Shares to be issued pursuant to such valid Exercise Notice (but for the operation of the Ownership Cap) less the number of Warrant Shares issued to such Holder pursuant to Section 11(a) (the “Excess Warrant Shares”); or

(ii)to the extent the stockholders of the Corporation have not approved the adoption of the Charter Amendment, then the Corporation shall issue to the Holder shares of Series B Preferred Stock in an amount equal to the number of Excess Warrant Shares.

To the extent that the limitation contained in this Section 11 applies, the determination of whether exercise of this Warrant would cause a Holder’s Beneficial Ownership to exceed the Ownership Cap and the number of Warrant Shares, if any, that may be issued (taking into account other securities owned by such Holder, its Affiliates and any other Persons whose beneficial ownership of Class A Common Stock would be aggregated with the Holder’s beneficial ownership for purposes of Section 13(d)) shall be calculated by the Corporation and such calculation shall be shared with the Holder; provided, that the Corporation shall be permitted to rely on all information provided by the Holder, and the Corporation shall have no obligation to verify or confirm the accuracy of such information. In addition, group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(a)On or before the twentieth (20th) Business Day prior to a Change of Control pursuant to which the holders of Class A Common Stock are entitled to receive consideration in cash, securities or other assets with respect to or in exchange for shares of Class A Common Stock (or, if later, promptly after the Corporation discovers that a Change of Control has or may occur), a written notice (the “Change of Control Notice”) shall be sent by or on behalf of the Corporation to the Holders as they appear in the records of the Corporation, which notice shall contain (i) the anticipated effective date of such Change of Control (the “Change of Control Effective Date”), or date on which the Change of Control has occurred, and (ii) the amount to which holders of record of Class A Common Stock shall be entitled in exchange of their shares of Class A Common Stock for securities or other property deliverable upon such Change of Control and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares (the “Change of Control Consideration”).s

(b)Following receipt of a Change of Control Notice, the Holder shall be entitled to receive the Change of Control Consideration; provided, however, that upon the election of the Holder, and by delivering written notice thereof, this Warrant shall remain outstanding and shall neither automatically expire nor terminate as of the Change of Control.

(c)In the case of any Business Combination or reclassification of Class A Common Stock, Non-Voting Class C Common Stock or Series B Preferred Stock, the Holder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Class A Common Stock, Non-Voting Class C Common stock or Series B Preferred Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business

Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Holder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then, subject to the Ownership Cap, such Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Holder will receive upon exercise of this Warrant.

Section 13.Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation, any Exercise Notice, shall be in writing and delivered personally, sent by a nationally recognized overnight courier service, addressed to the Corporation, at 520 Madison Ave., 26th Floor, New York, New York 10022, Attention: General Counsel or such other address or facsimile number as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 13. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, sent by a nationally recognized overnight courier service addressed to each Holder at the address of such Holder appearing on the books of the Corporation, or if no such address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earlier of (i) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (ii) upon actual receipt by the party to whom such notice is required to be given.

(a)Legends on Warrant Shares; Compliance with Securities Laws.

(i)

(A)Each share certificate representing Warrant Shares shall be in book-entry form, and the Holder’s ownership thereof shall be appropriately evidenced in the stock register of the Corporation, which stock register entry and receipt given to the Holder in respect of any such Warrant Shares shall contain the following notation of restrictions:

“THE SHARES AND OTHER SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED,

(B)In addition, such legend or notation shall include the following language:

(ii)The notations required by Section 15(a)(i)(A) shall be removed by the Corporation upon request without charge as to any Warrant Shares (i) when, in the opinion of counsel reasonably acceptable to the Corporation, such restrictions are no longer required in order to assure compliance with the Securities Act or the Investor Rights Agreement or (ii) when such Warrant Shares shall have been registered under the Securities Act.

(iii)The Holder understands and agrees that this Warrant and the Warrant Shares have not been registered under the Securities Act and are restricted securities under the Securities Act. The Holder agrees that it shall not transfer this Warrant or the Warrant Shares, except in compliance with the Securities Act, any other applicable securities or “blue sky laws” and the terms and conditions of this Warrant.

(b)No Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or distributions or be deemed the holder of share capital of the Corporation for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Corporation or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (except upon exercise of this Warrant) or as a stockholder of the Corporation, whether such liabilities are asserted by the Corporation or by creditors of the Corporation.

(c)Successors and Assigns. Subject to compliance with applicable securities laws, Governmental Approvals determined by the Corporation to be required or advisable and such other agreements between the Corporation and a Holder, this Warrant may be assigned by the Holder. This Warrant shall be binding on and inure to the benefit of the Corporation and the Holder and their respective successors and permitted assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Corporation and the Holder any legal or equitable right, remedy or cause of action under this Warrant.

(d)Amendment and Waiver. This Warrant may be amended only in writing signed by the Corporation and the Holder, or their respective successors and permitted assigns. Except as otherwise provided herein, the Corporation may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Corporation has obtained the written consent of the Holder of this Warrant.

(e)Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f)Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(g)Governing Law; Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Corporation hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of Wilmington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Corporation hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Corporation at the address specified in Section 13 above or such other address as the Corporation subsequently delivers to the Holder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Corporation in any other jurisdiction to collect on the Corporation’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. THE CORPORATION AND THE HOLDER HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(h)Headings. The headings contained herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(i)Severability. The provisions of this Warrant shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Warrant, or the application thereof to any Person or any circumstance, is found by a court or other governmental authority of competent jurisdiction to be invalid or unenforceable, the remainder of this Warrant and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If any provision of this Warrant is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

(1)The undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by AlTi Global, Inc., a Delaware corporation (the “Corporation”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2)The undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.

(3)The Holder intends that payment of the Exercise Price shall be made as (check one):

(4)If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $__________ in immediately available funds to the Corporation in accordance with the terms of the Warrant.

(5)Pursuant to this Exercise Notice, the Corporation shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.

(6)By its delivery of this Exercise Notice, the undersigned represents and warrants to the Corporation that in giving effect to the exercise evidenced hereby the Holder will not Beneficially Own in excess of the number of shares of Class A Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 12 of the Warrant to which this notice relates.

Dated:     

By:     

Name:     

Title:     

AlTi Global, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, for value received, CWC AlTi Investor LLC or its permitted registered assigns (the “Holder”), is entitled to purchase from the Corporation up to a total of []1 shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”), of the Corporation (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $7.40 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), at any time and from time to time on or after the Original Issue Date set forth above (the “Original Issue Date”) through and including 5:30 P.M., New York City time, on the five (5) year anniversary of the Original Issue Date (the “Expiration Date”), and subject to the following terms and conditions:

“Affiliate” means, as to any Person, any other Person that, directly or, through one or more intermediaries, is controlling, controlled by, or is under common control with, such

1 NTD: Warrant to purchase 1,533,333 shares of Class A Stock to be issued at the Initial Closing . Warrant to purchase 466,667 shares of Class A Stock to be issued at the Additional Closing.

Person. For purposes of this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct, or cause the direction of, management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. For clarity, an investment fund, vehicle or account shall be deemed an “Affiliate” of all other investment funds, vehicles and accounts under common management, directly or indirectly, with a Person and the Corporation and its Subsidiaries shall not be deemed to be Affiliates of a Holder or any of its Affiliates.

“Aggregation Parties” has the meaning set forth in Section 11.

“Appraisal Procedure” means procedure whereby two independent appraisers, one chosen by the Corporation and one by the Holder (or if there is more than one Holder, a majority in interest of Holders), shall mutually agree upon the determinations then the subject of appraisal. Each party shall deliver a notice to the other appointing its appraiser within 15 days after the Appraisal Procedure is invoked. If, within 30 days after appointment of the two appraisers, they are unable to agree upon the amount in question, a third independent appraiser shall be chosen within 10 days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the American Arbitration Association, or any organization successor thereto, from a panel of arbitrators having experience in the appraisal of the subject matter to be appraised. The decision of the third appraiser so appointed and chosen shall be given within 30 days after the selection of such third appraiser. If three appraisers shall be appointed and the determination of one appraiser is disparate from the middle determination by more than twice the amount by which the other determination is disparate from the middle determination, then the determination of such appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the Corporation and the Holder; otherwise, the average of all three determinations shall be binding and conclusive on the Corporation and the Holder. The costs of conducting any Appraisal Procedure shall be borne by the Holder requesting such Appraisal Procedure.

“Beneficial Ownership”, “Beneficially Own” and similar terms mean “beneficial owner” as determined within the meaning of Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934 (the “Exchange Act”), or any successor provision thereto.

“Business Day” means any day on which the Class A Common Stock may trade on a Trading Market, or, if not admitted for trading, any day other than a Saturday, Sunday or any day that shall be a legal holiday or a day on which banking institutions in the State of New York or in Chicago, Illinois are authorized or required by law or other governmental action to close.

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation, its wholly owned Subsidiaries and the employee benefit plans of the Corporation and its wholly owned Subsidiaries, files a Schedule TO or any other schedule, form or report under the Exchange Act disclosing, or with respect to whom it otherwise becomes known (through public disclosure or otherwise) to the Corporation, that such person or group has obtained, directly or indirectly, Beneficial Ownership of more than fifty percent (50%) of the total voting power of the outstanding Capital Stock of the Corporation; or

“Investor Rights Agreement” means the Investor Rights Agreement dated as of [], 2024 by and between the Corporation and CWC AlTi Investor LLC.

“Regulatory Laws” means any laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade, that restrict acquisition or disposition of any controlling interest or that affect foreign investment, outbound investment, foreign exchange, national security or national interest of any jurisdiction.

“Voting Cap” has the meaning set forth in Section 11.

Section 3.Registration of Transfers. Subject to the legend appearing on the first page hereof, compliance with all applicable securities laws, Governmental Approvals reasonably determined by the Corporation to be required or advisable and any other agreement between the Corporation and a Holder, including, but not limited to the Investor Rights Agreement, the Corporation shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any).

Upon any such registration or transfer, a new Warrant to purchase Class A Common Stock in substantially the form of this Warrant (any such new Warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Corporation shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.

Section 4.Exercise and Duration of Warrant. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 4(b) and Section 10 of this Warrant at any time or from time to time on or after the Original Issue Date and through and including 5:30 P.M., New York City time, on the earlier to occur of (a) the Expiration Date and (b) the Change of Control Effective Date, subject to the conditions and restrictions contained in this Warrant. At 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding, without any action by or on behalf of any Holder, the Corporation or any other Person.

(a)The Holder may exercise this Warrant by delivering to the Corporation (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 10 below). The date on which the Exercise Notice is delivered to the Corporation (as determined in accordance with the notice provisions hereof) is an “Exercise Date”. Within five (5) Trading Days following the delivery of the Exercise Notice (the “Payment Deadline”), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Corporation’s obligations to deliver such Warrant Shares shall be delayed on a dayforday basis each day after the Payment Deadline such payment of the Exercise Price is not paid. If the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, the Holder shall surrender this Warrant to the Corporation for cancellation within five (5) Trading Days of the date the final Exercise Notice is delivered to the Corporation. If the Holder does not exercise the Warrant in its entirety, the Holder will be entitled to receive from the Corporation within a reasonable time, and in any event not exceeding three (3) Trading Days, a New Warrant in substantially identical form for the number of Warrant Shares equal to the difference between the number of Warrant Shares subject to this Warrant and the number of Warrant Shares as to which this Warrant was exercised.

Section 5.Delivery of Warrant Shares. (a) Subject to Section 4(b), upon exercise of this Warrant, the Corporation shall promptly (but in no event later than 5:30 P.M., New York City time, on the third (3rd) Trading Day after the Exercise Date (or the fourth (4th) Trading Day if the last of the Exercise Notice, the Exercise Price (if applicable) and opinion of counsel referred to below in Section 17(a) is delivered after 5:00 P.M., New York City time, on the Exercise Date) (such time, the “Delivery Deadline”) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in the name of the Holder as set forth in the Warrant Register (i) a certificate for the Warrant Shares issuable upon such exercise, (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization or (iii) a book entry credit on the direct registration system of the Corporation’s transfer agent, in each case where the legends set forth in Section 17(a)(i) below are affixed or recorded in any such book entry, except to the extent such Warrant Shares may be issued free of restrictive legends pursuant to Section 17(a)(ii) below.

The Holder shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date with respect thereto. If the Warrant Shares can be issued without restrictive legends, the Corporation shall, upon the written request of the Holder, use its commercially reasonable efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Corporation shall promptly issue to the Holder the number of Warrant Shares that are not disputed.

(a)To the extent permitted by law, the Corporation’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same.

Section 7.Reservation of Warrant Shares. The Corporation covenants that it will reserve and keep available out of its authorized and unissued shares of Class A Common Stock solely for the purpose of issuance upon exercise of this Warrant, not less than such number of Warrant Shares as shall be issuable upon the exercise in full of this Warrant. The Corporation covenants that all shares of Class A Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, and nonassessable. If at any time prior to the Exercise Date, the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to permit exercise of this Warrant, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purposes.

(a)The Exercise Price will be subject to adjustment, without duplication, upon the occurrence of the following events, except that the Corporation shall not make any adjustment to the Exercise Price if Holders of this Warrant participate, at the same time and upon the same terms as holders of Class A Common Stock and solely as a result of holding this Warrant, in any transaction described in this Section 8(a), without having to exercise their Warrant, as if they held a number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock into which the Warrant held by such Holder is exercisable:

(i)The issuance of Class A Common Stock as a dividend or distribution to all or substantially all holders of Class A Common Stock, or a subdivision or combination of Class A Common Stock or a reclassification of Class A Common Stock into a greater or lesser number of shares of Class A Common Stock, in which event the Exercise Price shall be adjusted based on the following formula:

where:

Any adjustment made pursuant to this Section 8(a)(i) shall be effective immediately after the close of business on the record date for such dividend or distribution, or on the effective date of such subdivision, combination or reclassification. If any such event is announced or declared but does not occur, the Exercise Price shall be readjusted, effective as of the date the Corporation’s Board of Directors (the “Board”) irrevocably announces that such event shall not occur, to the Exercise Price that would then be in effect if such event had not been declared.

(ii)The dividend, distribution or other issuance to all or substantially all holders of Class A Common Stock of rights (other than rights, options or warrants distributed in connection with a stockholder rights plan), options or warrants (including convertible securities) entitling them to subscribe for or purchase shares of Class A Common Stock, at a price per share that is less than the Closing Price as of the Trading Day immediately preceding the Ex-Dividend Date for such issuance, in which event the Exercise Price shall be adjusted based on the following formula:

where:

Any adjustment made pursuant to this clause (ii) shall become effective immediately following the close of business on the record date for such dividend, distribution or issuance. In the event that such rights, options or warrants are not so issued, the Exercise Price shall be readjusted, effective as of the date the Board publicly announces its decision not to issue such rights, options or warrants, to the Exercise Price that would then be in effect if such dividend, distribution or issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Class A Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the dividend, distribution or issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Class A Common Stock actually delivered.

(b)All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/1,000th of a share, as the case may be. The number of shares of Class A Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation. For purposes of this Section 8, the number of shares of Class A Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Class A Common Stock (excluding treasury shares, if any) actually issued and outstanding. Notwithstanding anything to the contrary, in no case will any adjustment be made if it would result in an increase to the then-effective Exercise Price.

(c)If the Corporation takes any action affecting the Class A Common Stock, other than actions described in this Section 8, which, in the good faith opinion of the Board, would materially and adversely affect the exercise rights of the Holder, the Exercise Price for the Warrant and/or the number of Warrant Shares received upon exercise of the Warrant shall be adjusted for the Holder’s benefit, to the extent permitted by law, in such manner, and at such time, as the Board, after consultation with the Holder, shall reasonably determine to be equitable in the circumstances.

(d)The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation.

(e)Whenever the Exercise Price is adjusted, as provided under this Section 8, the Corporation shall, within ten (10) Trading Days following the occurrence of an event that requires such adjustment, compute the adjusted Exercise Price in accordance with this Section 8 and provide a written notice to the Holder of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Exercise Price was determined and setting forth such applicable Exercise Price.

(f)As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 8, the Corporation shall take any action which may be necessary, including obtaining regulatory or stockholder approvals or exemptions, in order that the Corporation may thereafter validly and legally issue as fully paid and nonassessable all shares of Class A Common Stock that the Holder is entitled to receive upon exercise of this Warrant pursuant to this Section 8.

(g)Any adjustments pursuant to this Section 8 shall be made successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Class A Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Class A Common Stock.

(h)Except as otherwise provided in this Section 8, the Exercise Price will not be adjusted for the issuance of Class A Common Stock or any securities convertible into or exchangeable for Class A Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Class A Common Stock. For the avoidance of doubt, no adjustment to the Exercise Price will be made:

(i)upon the issuance of any shares of Class A Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Class A Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions;

(ii)upon the issuance of any shares of Class A Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs;

(iii)upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security, including the Warrants; or

(iv)for a change in the par value of the Class A Common Stock.

Section 11.Voting Cap. Notwithstanding anything in this Warrant to the contrary, in no event shall any Holder, together with its Affiliates and any other Persons whose Beneficial Ownership of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (“Aggregation Parties”), account for more than 9.9% of the aggregate voting power of the Class A Common Stock at any time (the “Voting Cap”) to the extent that Beneficial Ownership of aggregate voting power in excess of the Voting Cap would require any filing or notice under any applicable Regulatory Laws that has not been made and, if so made, for which the expiration or termination of the applicable waiting period has not occurred.

(a)On or before the twentieth (20th) Business Day prior to a Change of Control pursuant to which the holders of Class A Common Stock are entitled to receive consideration in cash, securities or other assets with respect to or in exchange for shares of Class A Common Stock (or, if later, promptly after the Corporation discovers that a Change of Control has occurred or may occur), a written notice (the “Change of Control Notice”) shall be sent by or on behalf of the Corporation to the Holders as they appear in the records of the Corporation, which notice shall contain (i) the anticipated effective date of such Change of Control (the “Change of Control Effective Date”), or date on which the Change of Control has occurred, and (ii) the amount to which holders of record of Class A Common Stock shall be entitled in exchange of their shares of Class A Common Stock for securities or other property deliverable upon such Change of Control and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares (the “Change of Control Consideration”).

(b)Following receipt of a Change of Control Notice, the Holder shall be entitled to receive the Change of Control Consideration; provided, however, that upon the election of the Holder, and by delivering written notice thereof, this Warrant shall remain outstanding and shall neither automatically expire nor terminate as of the Change of Control.

(c)In the case of any Business Combination or reclassification of Class A Common Stock, the Holder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Class A Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Holder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then such Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Holder will receive upon exercise of this Warrant.

Section 13.Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation, any Exercise Notice, shall be in writing and delivered personally, sent by a nationally recognized overnight courier service, addressed to the Corporation, at 520 Madison Ave., 26th Floor, New York, New York 10022, Attention: General Counsel or such other address or facsimile number as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 13. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, sent by a nationally recognized overnight courier service addressed to each Holder at the address of such Holder appearing on the books of the Corporation, or if no such address appears, at the principal place of business of the Holder.

Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earlier of (i) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (ii) upon actual receipt by the party to whom such notice is required to be given.

(a)Legends on Warrant Shares; Compliance with Securities Laws.

(i)

(A)Each share certificate representing Warrant Shares shall be in book-entry form, and the Holder’s ownership thereof shall be appropriately evidenced in the stock register of the Corporation, which stock register entry and receipt given to the Holder in respect of any such Warrant Shares shall contain the following notation of restrictions:

(B)In addition, such legend or notation shall include the following language:

“THE SHARES AND CERTAIN OTHER SECURITIES OF ALTI GLOBAL, INC. (THE “COMPANY”) ARE SUBJECT TO THE INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND THE OTHER PARTIES THERETO, DATED AS OF [●], AS IT MAY BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME. THE INVESTOR RIGHTS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE INVESTOR RIGHTS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, GIFT OR OTHER DISPOSITION OF THE SHARES OR OTHER SECURITIES OF THE COMPANY, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH INVESTOR RIGHTS AGREEMENT.

THE HOLDERS OF SHARES AND OTHER SECURITIES AGREE TO BE BOUND BY ALL THE PROVISIONS OF SUCH INVESTOR RIGHTS AGREEMENT.”

(ii)The notations required by Section 15(a)(i)(A) shall be removed by the Corporation upon request without charge as to any Warrant Shares (i) when, in the opinion of counsel reasonably acceptable to the Corporation, such restrictions are no longer required in order to assure compliance with the Securities Act or the Investor Rights Agreement or (ii) when such Warrant Shares shall have been registered under the Securities Act.

(iii)The Holder understands and agrees that this Warrant and the Warrant Shares have not been registered under the Securities Act and are restricted securities under the Securities Act. The Holder agrees that it shall not transfer this Warrant or the Warrant Shares, except in compliance with the Securities Act, any other applicable securities or “blue sky laws” and the terms and conditions of this Warrant.

(b)No Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or distributions or be deemed the holder of share capital of the Corporation for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Corporation or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (except upon exercise of this Warrant) or as a stockholder of the Corporation, whether such liabilities are asserted by the Corporation or by creditors of the Corporation.

(c)Successors and Assigns. Subject to compliance with applicable securities laws, Governmental Approvals determined by the Corporation to be required or advisable and such other agreements between the Corporation and a Holder, this Warrant may be assigned by the Holder. This Warrant shall be binding on and inure to the benefit of the Corporation and the Holder and their respective successors and permitted assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Corporation and the Holder any legal or equitable right, remedy or cause of action under this Warrant.

(d)Amendment and Waiver. This Warrant may be amended only in writing signed by the Corporation and the Holder, or their respective successors and permitted assigns. Except as otherwise provided herein, the Corporation may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Corporation has obtained the written consent of the Holder of this Warrant.

(e)Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f)Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(g)Governing Law; Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Corporation hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of Wilmington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Corporation hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Corporation at the address specified in Section 13 above or such other address as the Corporation subsequently delivers to the Holder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Corporation in any other jurisdiction to collect on the Corporation’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. THE CORPORATION AND THE HOLDER HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(h)Headings. The headings contained herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(i)Severability. The provisions of this Warrant shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Warrant, or the application thereof to any Person or any circumstance, is found by a court or other governmental authority of competent jurisdiction to be invalid or unenforceable, the remainder of this Warrant and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If any provision of this Warrant is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

(1)The undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by AlTi Global, Inc., a Delaware corporation (the “Corporation”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2)The undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.

(3)The Holder intends that payment of the Exercise Price shall be made as (check one):

(4)If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $__________ in immediately available funds to the Corporation in accordance with the terms of the Warrant.

(5)Pursuant to this Exercise Notice, the Corporation shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.

(6)By its delivery of this Exercise Notice, the undersigned represents and warrants to the Corporation that in giving effect to the exercise evidenced hereby the Holder will not Beneficially Own in excess of the number of shares of Class A Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 12 of the Warrant to which this notice relates.

Dated:     

By:     

Name:     

Title:     

and

Page

Schedule B:    Company Disclosure Schedules

Exhibit A:    Form of Investor Rights Agreement

Exhibit B:    Form of Amended and Restated Certificate of Incorporation

Exhibit C:    Form of Transaction Committee Charter

Exhibit D:    Series A Preferred Certificate of Designations

Exhibit E:    Series B Preferred Certificate of Designations

Exhibit F:    Form of Warrant

Exhibit G:    Form of Voting Agreement

Exhibit H: Form of Third Amendment to Credit Agreement INVESTMENT AGREEMENT, dated as of February 22, 2024 (this “Agreement”), by and between AlTi Global, Inc., a Delaware corporation (the “Company”), and Allianz Strategic Investments S.à.r.l., a Luxembourg private limited liability company (“Purchaser”).

A.    Investment. The Company intends to sell to Purchaser, and Purchaser intends to purchase from the Company, as an investment in the Company, (i) shares of newly issued Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and (ii) shares of newly issued Series A convertible preferred stock of the Company, par value $0.0001 per share (the “Series A Preferred Stock” and, together with the Class A Common Stock, the “Purchased Stock”). In connection with the transactions hereunder, the Company intends to issue to Purchaser a warrant to purchase 5,000,000 shares of Class A Common Stock or shares of Non-Voting Class C Common Stock (as such term is defined in Exhibit F), in the form set forth on Exhibit F (the “Warrant”), all as described herein (collectively, the “Investment”).

B.     Other Investor. On the date of this Agreement, the Company and another investor (the “Other Investor”) are entering into an agreement pursuant to which the Company intends to sell to the Other Investor, and the Other Investor intends to purchase from the Company, up to 150,000 shares of preferred stock created and designated as the Company’s Series C Cumulative Convertible Preferred Stock (the “Other Investment Agreement”). In connection with the transaction under the Other Investment Agreement, the Company intends to issue to the Other Investor Warrants exercisable for up to 2,000,000 shares of Class A Common Stock in the aggregate.

C.    Investor Rights Agreement. At the Closing (as defined herein), the Company and Purchaser shall each enter into the Investor Rights Agreement in the form attached hereto as Exhibit A (the “Investor Rights Agreement”).

D.    Securities. The term “Securities” refers to (1) the shares of Purchased Stock purchased under this Agreement and (2) the shares of Class A Common Stock and Non-Voting Class C Common Stock for which the Warrant may be exercised in accordance with the terms thereof and of this Agreement.

E.    Voting Agreements. Prior to or at the Closing, the holders of 35.0% of the then-outstanding Class A Common Stock and Class B Common Stock (as defined herein) of the Company shall enter into Voting Agreements in substantially the form attached hereto as Exhibit G (the “Voting Agreements”).

F.    Supplemental Investment Agreement. Simultaneously with the execution of this Agreement, the Company and Purchaser are entering into a supplemental investment agreement, whereby Purchaser may, at its option, purchase in one or more transactions from the Company certain additional shares of Series A Preferred Stock in order fund certain strategic acquisitions of the Company or its Subsidiaries, pursuant to the terms specified therein (the “Supplemental Investment Agreement”).

1.1Purchase. On the terms and subject to the conditions set forth herein, (i) Purchaser will purchase from the Company, and the Company will sell to Purchaser, free and clear of any Liens (other than restrictions on transfer under (x) federal and state securities Laws, or (y) the Investor Rights Agreement), 19,318,580.96 shares of newly issued Class A Common Stock at a purchase price of $5.69 per share (the “Class A Common Stock Price Per Share”) and 140,000 shares of Series A Preferred Stock at a purchase price of $1,000.00 per share (the “Preferred Stock Price Per Share”) and (ii) Purchaser will receive from the Company, and the Company shall issue to Purchaser, free and clear of any Liens (other than restrictions on transfer under (x) federal and state securities Laws or (y) the Investor Rights Agreement), the Warrant. The aggregate cash amount equal to the sum of (a) the product of the Class A Common Stock Price Per Share multiplied by the number of shares of Class A Common Stock purchased hereunder and (b) the Preferred Stock Price Per Share multiplied by the number of shares of Series A Preferred Stock purchased hereunder shall be referred to in this Agreement as the “Purchase Price”, which such Purchase Price shall be equal to $250,000,000.

1.2Closing.

(a)Subject to the terms and conditions of this Agreement, the closing of the Investment (the “Closing”) will occur (i) by electronic exchange of documents at 10:00 a.m., New York City time, on a date which shall be no later than three (3) business days after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Section 1.2(d) hereof (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof); or (ii) at such other date, time or place as Purchaser and the Company may mutually agree in writing after all of such conditions have been satisfied or waived (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

(b)Subject to the satisfaction or waiver on the Closing Date of the applicable conditions to the Closing in Section 1.2(d), at the Closing, the Company will deliver to Purchaser:

(1)book-entry evidence in a form reasonably acceptable to Purchaser representing 19,318,580.96 shares of Class A Common Stock and 140,000 shares of Series A Preferred Stock and the registration of such shares of Class A Common Stock and Series A Preferred Stock in the name of Purchaser or Purchaser’s nominee, to the extent reasonably acceptable to the Company;

(2)the Warrant;

(3)a duly executed counterpart of the Investor Rights Agreement; and

(4)a duly executed counterpart of a director indemnification agreement for each of the Purchaser Nominees (as defined in the Investor Rights Agreement) on the same terms as the form of indemnification agreement filed with the SEC as Exhibit 10.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2024.

(c)Purchaser will deliver to the Company:

(1)the Purchase Price, by wire transfer of immediately available funds to the account or accounts previously designated by the Company to Purchaser in writing no later than five (5) business days prior to the Closing; and

(2)a duly executed counterpart of the Investor Rights Agreement.

(d)Closing Conditions.

(1)The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Closing is subject to the fulfillment or written waiver by Purchaser and the Company prior to the Closing of the following conditions:

(A)no provision of any United States or non-United States law, statute, code, ordinance, rule, regulation, requirement, executive order, policy or guideline of any court, administrative agency, regulatory agency or commission or other federal, state, local or foreign governmental or regulatory authority or instrumentality, government-sponsored entity or self-regulatory organization (SRO) (each, a “Governmental Entity”) or stock exchange or regulation (a “Law”) and no judgment, injunction, order, writ, directive, enforcement action, regulatory restriction or decree of any Governmental Entity (each, an “Order”) shall prohibit the Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates (as defined herein) from owning or voting any Securities in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has, to the extent permissible under applicable Law, been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending;

(B)all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(d)(1)(B) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect; and

(C)the Investor Rights Agreement and the Supplemental Investment Agreement shall be executed and delivered by the applicable parties thereto.

(2)The obligation of Purchaser to consummate the purchase of Securities to be purchased by it at the Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Closing of each of the following conditions:

(A)the Company shall have performed and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to the Closing;

(B)the representations and warranties of the Company set forth in the first sentence of Section 2.2(a) (Organization and Qualification; Subsidiaries), Section 2.2(c) (Capitalization), Section 2.2(d) (Authority Relative to this Agreement), Section 2.2(s) (Taxes) and Section 2.2(hh) (Brokers) (the “Company Fundamental Representations”) shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect (as defined herein) set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on the Company;

(C)Purchaser shall have received a certificate, dated as of the Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(d)(2)(A) and Section 1.2(d)(2)(B) have been satisfied;

(D)Purchaser shall have received a certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the Investor Rights Agreement and the issuance of the Securities under this Agreement, subject in the case of the Non-Voting Class C Common Stock, to approval of the Stockholder Proposals, together with the Certificate of Designations for the Series A Preferred Stock, in substantially the form attached hereto as Exhibit D and the Certificate of Designations for the Series B Preferred Stock, in substantially the form attached hereto as Exhibit E, and (b) certifying as to the signatures and authority of persons signing this Agreement, the Investor Rights Agreement and any other documents or instruments to be delivered pursuant hereto;

(E)Purchaser shall have received executed copies of the Voting Agreements from the holders of 35.0% of the shares of Class A Common Stock and Class B Common Stock that is outstanding immediately prior to the Closing Date, calculated as a single class;

(F)Purchaser shall have received an executed copy of the Third Amendment to the Credit Agreement in substantially the form attached hereto as Exhibit H;

(G)the Company shall have taken all actions necessary to ensure that each of the Purchaser Nominees (as defined in the Investor Rights Agreement) will be appointed to newly created directorships pursuant to the terms of the Company’s certificate of incorporation;

(H)the Board of Directors shall have adopted a resolution declaring the advisability of adoption of the amended and restated certificate of incorporation of the Company in the form attached hereto as Exhibit B (the “Amended and Restated Certificate of Incorporation”) and recommending the approval thereof to the stockholders of the Company;

(I)the Company shall have taken all actions necessary to establish the Transaction Committee of the Board of Directors (the “Transaction Committee”) and shall have adopted the committee charter in substantially the form attached hereto as Exhibit C (the “Transaction Committee Charter”) (together with Sections 1.2(d)(2)(H) and (I), the “Board Actions”);

(J)the stockholders of the Company shall have voted either at the Company’s annual meeting or at a special meeting of the stockholders of the Company to approve the 20% Approval (as defined herein);

(K)the sale of the Company’s Isle of Man operations pursuant to the Share Purchase Agreement, dated as of November 6, 2023, by and among AlTi Trust & Fiduciary Holdings, LLC, AlTi Wealth Management Holdings, LLC and Zedra Malta Limited shall have been consummated; and

(L)since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect on the Company.

(3)The obligation of the Company to effect the Closing is subject to the fulfillment or written waiver by the Company prior to the Closing of the following additional conditions:

(A)Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Closing;

(B)the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing without giving effect to any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of this Agreement or some other date will be true and correct as of such other date;

(C)the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying to the effect that the conditions set forth in Section 1.2(d)(3)(A) and Section 1.2(d)(3)(B) have been satisfied; and

(D)the Company shall have received a certificate of an authorized signatory of Purchaser, dated as of the Closing Date, certifying as to the signatures and authority of persons signing this Agreement, the Investor Rights Agreement and any other documents or instruments to be delivered pursuant hereto.

1.1Disclosure.

(a)Except (i) as disclosed in the disclosure schedule delivered by the Company to Purchaser concurrently herewith (the “Company Disclosure Schedule”); provided that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the applicable section of the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item is reasonably expected to have a Material Adverse Effect (as defined below) on the Company, and (c) any disclosures made with respect to a section of Section 2.2 shall be deemed to qualify other sections of Section 2.2 when (1) such other section of Section 2.2 is specifically referenced or cross-referenced and (2) it is apparent on its face (notwithstanding the absence of a specific reference or cross-reference) that such disclosure applies to such other sections of Section 2.2 or (ii) as expressly disclosed in any Company Report filed by the Company since January 3, 2023 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, predictive or forward-looking in nature), the Company hereby makes the representations and warranties set forth in Section 2.2 to Purchaser. For purposes of this Agreement, “Previously Disclosed” shall refer to information disclosed by the Company pursuant to clauses (i) and (ii) of the preceding sentence. For purposes of Section 2.2, the term “Company” shall mean, collectively, the Company, Alvarium Investments Limited, Tiedemann Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC.

(b)As used in this Agreement, any reference to any fact, change, circumstance or effect being “material” with respect to the Company means such fact, change, circumstance or effect is material in relation to the business, assets, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole. “Material Adverse Effect” means, with respect to the Company, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities (contingent or otherwise), results of operations or financial condition of the Company and its Subsidiaries, taken as a whole (provided, however, that with respect to this clause (i), Material Adverse Effect shall not be deemed to include the following: (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements applicable to the industries in which the Company or its Subsidiaries operate or publicly available interpretations thereof; (B) changes, after the date hereof, in Laws generally applicable to companies in the industries in which the Company or its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities; (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism and the escalation thereof) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions generally affecting the industries in which the Company or its Subsidiaries operate and not specifically relating to the Company or its Subsidiaries; (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event; (E) public disclosure of the execution of this Agreement or consummation of the transactions contemplated hereby; (F) actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of, or at the written request of, Purchaser; or (G) the failure, in and of itself, to meet earnings projections or internal financial forecasts (it being understood that the underlying cause of such failure may be taken into account in determining whether a Material Adverse Effect on the Company has occurred to the extent not otherwise excluded by this proviso); except, with respect to the foregoing subclauses (A), (B), (C) or (D), to the extent that the effects of such change are disproportionately adverse to the business, assets, liabilities, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, as compared to similar companies in the industries in which the Company and its Subsidiaries operate); or (ii) the ability of the Company to timely consummate the transactions contemplated hereby. As used in this Agreement, the term “Subsidiary” when used with respect to any person, means any other person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such person and/or by one or more of its Subsidiaries, but does not include a Fund (as defined herein).

1.2Representations and Warranties of the Company. Except as Previously Disclosed, the Company represents and warrants to Purchaser, as of the date of this Agreement and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date), that:

(a)Organization and Qualification; Subsidiaries.

(1)The Company and each of its Subsidiaries is duly formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or standing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(2)A complete and correct list of all of the Company’s Subsidiaries, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest of each such Subsidiary owned by the Company and each other such Subsidiary, is set forth in Section 2.2(a)(2) of the Company Disclosure Schedule. Except for minority investments in private investment funds, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity.

(b)Corporate Documents. The Company has, prior to the date of this Agreement, made available complete and correct copies of the certificates of incorporation and by-laws or comparable governing documents (the “Organizational Documents”) for itself and each of its Subsidiaries. Such Organizational Documents are in full force and effect. The Company is not in violation of any of the provisions of its respective Organizational Documents. No Subsidiary of the Company is in violation of the provisions of its respective Organizational Documents, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(c)Capitalization.

(1)As of the date hereof, the authorized capital stock of the Company consists of 875,000,000 shares of Class A Common Stock (including 11,788,132 shares of Class A Common Stock authorized to be granted in respect of equity awards, of which 4,690,654 shares are in respect of outstanding restricted stock units), 150,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) and 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Authorized Preferred Stock” and, together with the Class A Common Stock and the Class B Common Stock, the “Shares”), of which 65,210,719 shares of Class A Common Stock, 53,219,713 shares of Class B Common Stock and no shares of Authorized Preferred Stock are issued and outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable.

(2)As of the date hereof, the authorized capital stock of AlTi Global Capital, LLC consists of an unlimited number of Class A Common Units and an unlimited number of Class B Common Units (each, as such term is defined in the AlTi Global Capital, LLC Organizational Documents), of which 65,210,719 Class A Common Units and 53,219,713 Class B Common Units are issued and outstanding. The Company has made available to Purchaser a complete and correct list of all holders of Class A Common Units and Class B Common Units, and the number of Common Units held by such holders, in each case, as of the date hereof.

(3)Except as set forth in the Company’s Organizational Documents, (i) there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued limited liability company interests, or other equity interests, in the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue or sell any limited liability company interests, or other equity interests, in the Company or any of its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, and neither the Company or any of its Subsidiaries has granted, any equity appreciation rights, participations, phantom equity or similar rights, and (iii) there are no voting trusts, voting agreements, proxies, stockholder agreements or other agreements with respect to the voting or transfer of any of the equity interests or other securities of the Company or any of its Subsidiaries.

(4)There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity interests of the Company or any equity interests of any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Subsidiary.

(5)(i) There are no commitments or agreements of any character to which the Company or any of its Subsidiaries is bound obligating the Company or such Subsidiary to accelerate the vesting of any option as a result of the transactions contemplated herein, and (ii) all outstanding equity interests of the Company, and all outstanding equity interests of each Subsidiary, have been issued and granted in compliance with (A) all applicable securities Laws and other applicable Laws and (B) all pre-emptive rights and other requirements set forth in applicable contracts to which the Company or any of its Subsidiaries is a party.

(6)Each outstanding equity interest of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable, and owned by the Company or another of its wholly owned Subsidiaries free and clear of any liens, claims, title defects, mortgages, pledges, charges, encumbrances and security interests whatsoever (“Liens”) on the Company’s or any of its Subsidiaries voting rights, other than transfer restrictions under applicable securities Laws and the relevant Organizational Documents of the Company or its Subsidiary.

(d)Authority Relative to this Agreement. The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Closing. The execution and delivery by the Company of this Agreement, and the execution and delivery of the Investor Rights Agreement and the performance of the Company’s obligations thereunder, have been duly and validly approved by the board of directors of the Company (the “Board of Directors”). The Board of Directors (i) has determined that the Investment, on the terms and conditions set forth in this Agreement and the Investor Rights Agreement, is advisable and in the best interests of the Company and the Company’s stockholders, and (ii) has approved this Agreement, the Investor Rights Agreement and the transactions contemplated hereby and thereby (including the Investment). Except for the Board Actions and the Stockholder Proposals, no other corporate proceedings on the part of the Company are necessary to approve the transactions contemplated by this Agreement. This Agreement has been and, at the Closing, the Investor Rights Agreement will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes, or will at the Closing constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, or by general equitable principles (the “Remedies Exceptions”).

(e)No Conflict; Required Filings and Consents.

(1)The execution and delivery of this Agreement and the Investor Rights Agreement by the Company does not and the performance of its obligations under this Agreement and the Investor Rights Agreement by the Company will not (i) conflict with or violate the Company’s or any of its Subsidiaries’ Organizational Documents, (ii) conflict with or violate Laws or Orders applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) violate, conflict with, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in any material payment or penalty under, or give to others any right of termination, amendment, acceleration or cancellation of any indebtedness, or result in the creation of a Lien (other than any Permitted Lien) on any material

(2)The execution and delivery by the Company of this Agreement and the Investor Rights Agreement does not and will not, and the performance by the Company of its obligations under this Agreement and the Investor Rights Agreement will not, require any consent, registration, approval, authorization or permit of, or filing with or notification to any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act of 1933 (the “Securities Act”), or the Securities Exchange Act of 1934, (the “Exchange Act”), state securities or “blue sky” laws (“Blue Sky Laws”), (ii) as set forth on Section 1.2(d)(1)(B) of the Company Disclosure Schedules, (iii) the filing of Notice of Exempt Offerings of Securities on Form D with the Securities and Exchange Commission (the “SEC”) under Regulation D of the Securities Act or (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(3)The Class A Common Stock and the Series A Preferred Stock to be issued hereunder have been or, when issued, will be, in each case, duly authorized by all necessary corporate action, fully paid and non-assessable and free and clear of all Liens (other than restrictions on transfer under (x) federal and state securities Laws or (y) the Investor Rights Agreement), and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof.

(4)The Warrant to be issued pursuant to this Agreement has been duly authorized by all necessary corporate action. The shares of Class A Common Stock or Non-Voting Class C Common Stock issuable upon exercise of the Warrant will, subject to the terms and conditions of the Warrant, have been duly authorized by all necessary corporate action and when so issued upon such exercise will be validly issued, fully paid and non-assessable and free and clear of all Liens (other than restrictions on transfer under (x) federal and state securities Laws or (y) the Investor Rights Agreement), and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof.

The Warrant, when executed and delivered by the Company pursuant to this Agreement, will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by the Remedies Exceptions).

(f)Permits; Compliance. Section 2.2(f) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conducted.

(g)Reports.

(1)The Company and each of its Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2021 with any Governmental Entity, including any report, form, correspondence, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of any Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to timely file (or furnish, as applicable) such report, form, correspondence, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, as of their respective dates, such reports, forms, correspondence, registrations and statements, and other related filings, were complete and accurate and complied with all applicable laws, in each case in all material respects. Except for normal examinations conducted by a Governmental Entity in the ordinary course of business of the Company and its Subsidiaries, (x) since January 1, 2021 no Governmental Entity has initiated or has pending any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, bid protest, hearing, proceeding (including any civil, criminal, administrative, investigative or appellate or informal proceeding), litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity (collectively, “Proceedings”) or, to the knowledge of the Company, investigation into the business or operations of the Company or any of its Subsidiaries, (y) there is no unresolved violation identified by any Governmental Entity with respect to any report or statement relating to any examinations or inspections of the Company or any of its Subsidiaries, and (z) since January 1, 2021, there have been no formal or informal inquiries by, or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries, except where such Proceedings or investigations would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(2)The Company has filed or furnished on a timely basis, taking into account any permitted extensions, an accurate and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, prospectus, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) required to be filed or furnished by the Company pursuant to the Securities Act or the Exchange Act with the SEC (as supplemented, modified or amended since the time of filing, collectively, the “Company Reports”) since February 23, 2021, and each such Company Report is publicly available except to the extent omitted pursuant to Item 601(b)(10)(iv) Regulation S-K. As of their respective dates, after giving effect to any amendments or supplements thereto prior to the date hereof, the Company Reports (A) complied with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, if applicable, as the case may be, and (B) did not 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 therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002. As of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Company Reports.

(h)Financial Statements.

(1)Each of Alvarium Investments Limited, Tiedemann Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(2)Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of the Company, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2023, or in connection with this Agreement and the transactions contemplated hereby.

(3)The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company has (x) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and (y) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board of Directors any (A) significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(4)Since January 1, 2021, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries, has received or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or auditing practices, and (ii) no executive officer of, or attorney representing, the Company or any of its Subsidiaries (whether or not employed by the Company or any of its Subsidiaries) has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of its or their officers, directors, employees or agents to the Board of Directors or any committee thereof, or, to the knowledge of the Company, to any director or officer of the Company.

(i)Absence of Certain Changes or Events. Since January 1, 2023 through the date of this Agreement, except as otherwise reflected in the Company Reports, or as expressly contemplated by this Agreement, (a) the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course and in a manner consistent with past practice, (b) the Company and its Subsidiaries have not sold, assigned or otherwise transferred any right, title, or interest in or to any of their material assets other than non-exclusive licenses or assignments or transfers in the ordinary course of business, (c) there has not been any Company Material Adverse Effect, and (d) none of the Company or any of its Subsidiaries has taken any action that, if taken after the date of this Agreement, would reasonably be expected to constitute a breach of any of the covenants set forth in Section 3.1(b).

(j)Absence of Litigation. There is no material Proceeding pending or threatened in writing or, to the knowledge of the Company, otherwise threatened against the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, or to the knowledge of the Company any of its or their current or former directors or executive officers, before any Governmental Entity. None of the Company or any of its Subsidiaries, or to the knowledge of the Company, any of its or their current or former directors or executive officers, or any material property or asset of the Company or any of its Subsidiaries is subject to any continuing Order or other similar written agreement with or, to the knowledge of the Company, continuing investigation by, any Governmental Entity, or any Order or award of any Governmental Entity.

(k)Offering of Securities. Neither the Company, nor any of its Subsidiaries, nor any person acting on its or their behalf has (i) directly or indirectly, taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Securities to be issued pursuant hereto under the Securities Act and the rules and regulations of the SEC promulgated thereunder) that might subject the Investment to the registration requirements of the Securities Act or (ii) offered the Securities or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person, other than Purchaser, the Other Investor, and other Institutional Accredited Investors, each of which has been offered the Securities at a private sale for investment. As used herein, “Institutional Accredited Investor” means an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

(l)Registration. Assuming the accuracy of Purchaser’s representations and warranties set forth in Section 2.3, registration under the Securities Act or the securities Laws of any state or other jurisdiction, including under any “blue sky” Laws, is not required for the offering and sale of the Securities pursuant to this Agreement.

(m)Employee Benefit Plans.

(1)Section 2.2(m) of the Company Disclosure Schedule sets forth an accurate and complete list of each material Company Plan. For purposes of this Agreement, “Company Plan” means any benefit or compensation plan, program, policy, practice, agreement, contract, arrangement or other obligation, whether or not in writing and whether or not funded, in each case, which is sponsored or maintained by, or required to be contributed to, or with respect to which any potential liability is borne by the Company or any of its ERISA Affiliates (as defined below), including, but not limited to, all employee benefit plans (as defined in Section 3(3) of ERISA, whether or not subject thereto) and all bonus, equity or equity-based compensation, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, change in control, fringe benefit, sick pay and vacation and other material employee benefit plans, programs or arrangements, in each case, which are sponsored, maintained and/or contributed to by the Company or any of its Subsidiaries for the benefit of any current or former employee, member, director or consultant, or under which the Company or any of its ERISA Affiliates has or would reasonably be expected to incur any material liability (contingent or otherwise).

(2)With respect to each material Company Plan, the Company has made available to Purchaser, if applicable, accurate and complete copies of (i) the current Company Plan document and all material amendments thereto and each trust or other funding arrangement, the most recent summary plan description and any summaries of material modifications and/or a written description of such Company Plan if such plan is not set forth in a written document, (ii) the most recently received IRS determination, opinion or advisory letter for each such Company Plan and (iii) any non-routine correspondence from any Governmental Entity with respect to any Company Plan received in the last year.

(3)Neither the Company nor any of its ERISA Affiliates currently sponsors, maintains or contributes to, nor has, in the past six (6) years, sponsored, maintained or been required to contribute to, nor has any liability or obligation (contingent or otherwise) under (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) subject to Section 412 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or Section 302 or Title IV of ERISA, (iii) a multiple employer plan subject to Section 413(c) of the Code, or (iv) a multiple employer welfare arrangement under ERISA as defined under Section 3(40) of ERISA. For purposes of this Agreement, “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and “ERISA Affiliate” means all employers (whether or not incorporated) that would be treated together with the Company as a “single employer” within the meaning of Section 414 of the Code.

(4)Neither the execution and delivery of this Agreement, stockholder or other approval of this Agreement nor the consummation of the transactions contemplated by this Agreement could, either alone or in combination with another event, (1) obligate the Company or any of its Subsidiaries, whether under any Company Plan or otherwise, to pay or materially increase amounts due in respect of, separation, severance or termination pay to any current or former employee, director or natural-person independent contractor, (2) accelerate the time of payment or vesting, or increase the amount, of any material benefit or other compensation due to any individual, (3) directly or indirectly cause the

(5)None of the Company Plans provides, nor does the Company or any of its Subsidiaries have or reasonably expect to have any obligation to provide, retiree medical benefits to any current or former employee, officer, director or consultant of the Company or any of its Subsidiaries after termination of employment or service except as may be required under Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA and the regulations thereunder.

(6)Each Company Plan is in compliance, in all material respects, in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. No Proceeding that would reasonably be expected to give rise to material liability to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened with respect to any Company Plan (other than claims for benefits in the ordinary course) and, to the knowledge of the Company, no fact or event exists that would reasonably be expected to give rise to any material liability to the Company or any of its Subsidiaries in respect of any such Proceeding.

(7)Each Company Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has (i) timely received a favorable determination letter from the Internal Revenue Service (“IRS”) covering all of the provisions applicable to the Company Plan for which determination letters are currently available that the Company Plan is so qualified and each trust established in connection with such Company Plan is exempt from federal income taxation under Section 501(a) of the Code or (ii) is entitled to rely on a favorable opinion letter from the IRS and, in either case, to the knowledge of the Company, no fact or event has occurred since the date of such determination or opinion letter or letters from the IRS that would reasonably be expected to result in the loss of the qualified status of any such Company Plan or the exempt status of any such trust. With respect to any Company Plan, neither the Company nor any of its Subsidiaries has engaged in a transaction in connection with which the Company or any of its Subsidiaries reasonably could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code.

(8)Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been administered and operated in substantial compliance with the provisions of Section 409A of the Code and the guidance issued by the IRS provided thereunder. No Company Plan provides for any gross-ups for any taxes imposed under Sections 409A and/or 4999 of the Code.

(n)Labor and Employment Matters.

(1)(i) There is no pending or, to the knowledge of the Company, threatened arbitration or grievance, charge, complaint, audit or investigation by or before the National Labor Relations Board, the Equal Employment Opportunity

(2)Neither the Company nor any of its Subsidiaries has any requirement under contract or Law to provide notice to, or to enter into any consultation procedure with, any union, labor organization, work council or similar organization in connection with the execution of this Agreement or the transactions contemplated by this Agreement.

(3)The Company and its Subsidiaries are and since January 1, 2021 have been in compliance in all material respects with all applicable Laws relating to the employment of labor, including with respect to employment practices, terms and conditions of employment, employment discrimination or harassment, termination of employment, employee whistle-blowing, immigration and employment eligibility verification, occupational health and safety, wages and hours, withholding, classification of employees as exempt or nonexempt, and classification of consultants and independent contractors.

(4)Neither the Company nor any of its Subsidiaries has incurred any liability or obligation the Worker Adjustment and Retraining Notification Act of 1988 and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied.

(o)Risk Management Instruments. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of the Company or any of its Subsidiaries, or for the account of a customer of the Company or any of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Governmental Entity and with counterparties reasonably believed to be financially responsible at the time and are legal, valid and binding obligations of the Company or one of its Subsidiaries enforceable in accordance with their terms (except as may be

(p)Agreements with Governmental Entities. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other Order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been, since January 1, 2021, a recipient of any supervisory letter from or, since January 1, 2021, has adopted any policies, procedures or resolutions at the request or suggestion of any Governmental Entity, including the SEC, that restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its compliance, credit or risk management policies, its internal controls, its management or its business (each, whether or not set forth in the Company Disclosure Schedule, a “Company Governmental Agreement”), nor has the Company or any of its Subsidiaries been advised, since January 1, 2021, by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Governmental Agreement.

(q)Real Property; Title to Assets.

(1)None of the Company or any of its Subsidiaries owns any real property.

(2)Section 2.2(q)(2) of the Company Disclosure Schedule sets forth a correct and complete list of all real property leased or subleased to the Company or any of its Subsidiaries (collectively, the “Leased Real Property”) and a list of all material leases (the “Leases”) entered into by the Company or its Subsidiaries with respect to the Leased Real Property. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries, as applicable, have a valid leasehold interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens, (ii) there exists no default or event of default on the part of the Company or any of its Subsidiaries (as applicable) under any Leases, and (iii) there are no written or oral subleases, concessions, licenses, occupancy agreements or other contracts or arrangements granting to any Person other than the Company or its Subsidiaries the right to use or occupy the Leased Real Property.

(r)Intellectual Property; Data Privacy.

(1)Section 2.2(r)(1) of the Company Disclosure Schedule contains a true, correct and complete list of all of the following: (i) registered Patents, Trademarks, domain names and Copyrights and applications for any of the foregoing that have been filed with the applicable Governmental Entity that are owned or purported to be owned by the Company or any of its Subsidiaries (“Company Registered IP”) (showing in each, as applicable, the filing date, date of issuance, expiration date and registration or application number, and registrar).

(2)The Company or a Subsidiary of the Company solely and exclusively owns, free and clear of all Liens (other than Permitted Liens), all

(3)Since January 1, 2021, the Company and each of its applicable Subsidiaries have taken and take commercially reasonable actions to maintain and protect any Trade Secrets included in Company-Owned IP. Neither the Company nor any of its Subsidiaries has disclosed any Trade Secret that is material to the business of the Company and any applicable Subsidiaries to any third person other than pursuant to a written confidentiality agreement under which such third person agrees to maintain the confidentiality of and protect such Trade Secret.

(4)Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole (i) since January 1, 2021, there have been no notices or claims filed with a Governmental Entity or sent to or served on the Company or any of its Subsidiaries, or threatened in writing, by any third person (A) contesting the validity, use, ownership, enforceability, patentability or registrability of any Company Registered IP, or (B) alleging any infringement, misappropriation or other violation of any Intellectual Property of any third person by the Company or any of its Subsidiaries (including any material offers to license any Intellectual Property of any third person); (ii) to the knowledge of the Company, the operation of the business of the Company and its Subsidiaries has not and does not infringe, misappropriate or violate any Intellectual Property of any third person; and (iii) to the knowledge of the Company, since January 1, 2021 no third person has infringed, misappropriated or violated any of the Company-Owned IP.

(5)All current and past employees and contractors who have developed any material Intellectual Property for or on behalf of the Company or any of its Subsidiaries have executed valid, written agreements with the Company or one of its Subsidiaries, pursuant to which such persons agreed to maintain in

(6)The Company or its Subsidiaries owns, leases, licenses, or otherwise has the legal right to use all technology devices, computers, Software, servers, networks, workstations, routers, hubs, circuits, switches, data communications lines, and all other information technology equipment, all data stored therein or possessed thereby, and all associated documentation, that are owned or used in the conduct of the businesses of the Company or any of its Subsidiaries (“Business Systems”), and such Business Systems are sufficient for the needs of the business of the Company and any of its Subsidiaries as currently conducted. The Company and its Subsidiaries maintain commercially reasonable disaster recovery and business continuity plans, procedures and facilities, and there has not been any material failure of any Business Systems that has not been remedied or replaced in all material respects.

(7)Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries (i) currently comply and since January 1, 2021 have complied, with all applicable Privacy and Data Security Requirements, and (ii) have each implemented commercially reasonable data security safeguards designed to protect the security and integrity of (a) its Business Systems, (b) any information related to an identified or identifiable individual (which may include name, address, telephone number, email address, financial account number, or government-issued identifier), household, browser or device (c) any other data that can be used or which allows one to identify, contact, or precisely locate an individual, including any internet protocol address or other persistent identifier, and (d) any other, similar information or data, each to the extent defined as “personal data,” “personal information,” “personally identifiable information” or similar terms by applicable Privacy and Data Security Laws (“Personal Information”) in the possession or control of the Company or any of its Subsidiaries, including, in each case, implementing reasonable tools to prevent the introduction of viruses, time bombs, logic bombs, trojan horses, trap doors, back doors or other computer instructions, devices or techniques that are designed to threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, maliciously encumber, hack into, incapacitate, infiltrate or slow or shut down a computer system or any component of such computer system, including any such device affecting system security or compromising or disclosing user data in an unauthorized manner (“Disabling Devices”). To the knowledge of the Company, the Business Systems do not contain any Disabling Device. Since January 1, 2021, neither the Company nor any of its Subsidiaries has (x) experienced any material data security breaches or other material unauthorized use of, or access to, any Personal Information in the possession or control of the Company or any of its Subsidiaries; or (y) been subject to or received written notice of any material Proceeding by any Governmental Entity or any client of the Company or any of its Subsidiaries, or received any material claims or complaints in writing, or written threats regarding the receipt, collection, use, storage, processing, sharing, security, disclosure or transfer of Personal Information, or the material violation of any applicable Privacy and Data Security Requirements, and, to the Company’s knowledge, there is no reasonable basis for the same. “Privacy and Data Security Laws” means all applicable Laws regarding privacy, cybersecurity or the receipt, collection, use, storage, processing, sharing, security, disclosure or transfer of

(s)Taxes.

(1)The Company and each of its Subsidiaries: (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required by any applicable Laws to be filed by any of them as of the date hereof, and all such filed Tax Returns are complete and accurate in all material respects; (ii) have timely paid all material Taxes that are shown as due on such filed Tax Returns and any other material Taxes that the Company or any of its Subsidiaries are otherwise obligated to pay, except with respect to Taxes that are being contested in good faith and are disclosed in Section 2.2(s)(1) of the Company Disclosure Schedule, and no penalties or charges are due with respect to the late filing of any such material Tax Return required to be filed by or with respect to any of them; (iii) with respect to all such material Tax Returns filed by or with respect to any of them, have not waived any statute of limitations with respect to material Taxes or agreed to any extension of time with respect to a material assessment or deficiency relating to such Taxes; and (iv) do not have any dispute, audit, examination or similar proceeding in respect of material Taxes or Tax matters that is either ongoing or proposed or threatened in writing.

(2)Neither the Company nor any of its Subsidiaries is a party to, is bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of credits or losses) or has any liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment other than an agreement, contract or arrangement solely among the Company and its Subsidiaries.

(3)None of the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting (including an improper method of accounting) for a taxable period ending on or prior to the Closing Date under Code Section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax Law) or other provisions of applicable Law; (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Law) or other agreement with any Tax authority executed on or prior to the Closing Date; (iii) installment sale or open transaction made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (v) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law); (vi) income arising or

(4)Each of the Company and its Subsidiaries has withheld and (to the extent legally required) paid to the appropriate Tax authority all material Taxes required by any applicable Laws to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, member, customer, stockholder or other third party and has complied in all material respects with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes.

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

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

(7)Neither the Company nor any of its Subsidiaries has requested or received a ruling in respect of Taxes, or entered into any agreement in respect of Taxes (including a private letter ruling, closing agreement or gain recognition agreement) from or with any Tax authority.

(8)Neither the Company nor any of its Subsidiaries has, in any year for which the applicable statute of limitations remains open, distributed stock of another person, or has had its stock distributed by another person, in a transaction that was purported or intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code.

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

(10)There are no material Tax Liens upon any assets of the Company or any of its Subsidiaries except for Permitted Liens.

(11)The Company is not, has not been and does not expect to become a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(12)Neither the Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries was required to file any Tax Return that was not filed.

(13)As used in this Agreement, the term “Tax” (and, with correlative meaning, “Taxes”) means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, escheat, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, environmental, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest imposed by any Governmental Entity with respect thereto.

(14)As used in this Agreement, the term “Tax Return” means any return, report or similar statement filed or required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

(t)Takeover Statutes. No Takeover Statute is applicable to the Company, the Securities or the transactions contemplated hereby. “Takeover Statute” means any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation.

(u)Knowledge as to Conditions. As of the date of this Agreement, the Company knows of no reason why any regulatory approvals and, to the extent necessary, any other approvals, authorizations, filings, registrations and notices required or otherwise a condition to the consummation of the transactions contemplated by this Agreement will not be obtained.

(v)Material Contracts.

(1)Section 2.2(v) of the Company Disclosure Schedule lists, as of the date hereof, the following types of contracts and agreements to which the Company or any of its Subsidiaries is a party (such contracts and agreements as are required to be set forth on Section 2.2(v) of the Company Disclosure Schedule being the “Company Material Contracts”):

(A)each contract and agreement with consideration paid or payable to the Company or any of its Subsidiaries of more than $500,000, in the aggregate, over the twelve (12)-month period ending December 31, 2023;

(B)each contract and agreement with suppliers to the Company or any of its Subsidiaries for expenditures paid or payable by the Company or any of its Subsidiaries of more than $250,000, in the aggregate, over the twelve (12)-month period ending December 31, 2023;

(C)all broker, distributor, dealer and placement agent agreements to which the Company or any of its Subsidiaries is a party that are material to the business of the Company or any of its Subsidiaries;

(D)all contracts providing for the development of any material Software or Intellectual Property, independently or jointly, either by or for the Company or any of its Subsidiaries (other than employment contracts, employee invention assignment agreements and consulting agreements with authors in substantially the form as the Company’s or any of its Subsidiaries’ standard form of agreement);

(E)all contracts and agreements evidencing Indebtedness (other than those between the Company and its Subsidiaries and loans or credit lines made to customers in the ordinary course of business) in amounts in excess of $250,000 individually;

(F)all formation, governance, management or similar agreements of any partnership, joint venture, profit-sharing, long-term strategic alliance agreement, carry interest or similar agreements to the extent such arrangement is material to the Company and its Subsidiaries, taken as a whole;

(G)all contracts and agreements with any Governmental Entity to which the Company or any of its Subsidiaries is a party, other than any Company Permits;

(H)all contracts and agreements that materially limit, or purport to materially limit, the ability of the Company or any of its Subsidiaries to engage in or compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person;

(I)all contracts and agreements relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) that was entered into after January 1, 2021, in each case with a fair market value or purchase price in excess of $1,000,000;

(J)all contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any of its Subsidiaries that relates to the Company, any of its Subsidiaries or their respective businesses, in each case, other than in the ordinary course of business;

(K)all leases or master leases of personal property reasonably likely to result in annual payments of $1,000,000 or more in a twelve (12)-month period;

(L)all (i) contracts and agreements which involve the license or grant of rights under material Company-Owned IP by the Company or any of its Subsidiaries to any third party, and (ii) contracts and agreements which involve the license or grant of rights under material Intellectual Property by any third party to the Company or any of its Subsidiaries (other than non-exclusive licenses for unmodified, generally commercially available, “off-the-shelf” Software that have been granted on standardized, generally available terms);

(M)all contracts and agreements containing a put, call or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than $1,000,000;

(N)all contracts and agreements that grant any right of first refusal or right of first offer or similar right with respect to assets or businesses owned or leased by the Company and material to the Company

(O)any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) or any other contract that is material to the Company and its Subsidiaries, taken as a whole, including, for the avoidance of doubt, the Tax Receivable Agreement, dated as of January 3, 2023, by and among Alvarium Tiedemann Holdings, Inc., Alvarium Tiedemann Capital, LLC and the persons named therein.

(2)(i) Each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiary party thereto and, to the knowledge of the Company, is enforceable in accordance with its terms against the other parties thereto; there are, to the knowledge of the Company, no grounds for termination, rescission, avoidance, or repudiation of any Company Material Contract and neither the Company nor any of its Subsidiaries is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or its Subsidiaries or any other party thereto, except for breaches, defaults or cancellations as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (ii) to the Company’s knowledge, no other party is in material breach or violation of, or material default under, any Company Material Contract; and (iii) the Company and its Subsidiaries have not received any written notice of default under any such Company Material Contract. The Company has furnished or made available to Purchaser true and complete copies of all Company Material Contracts without redaction, including all amendments thereto that are material in nature.

(w)Insurance.

(1)The Company has made available to Purchaser true and correct copies of each material insurance policy under which the Company or any of its Subsidiaries is an insured, a named insured or otherwise the principal beneficiary of coverage as of the date hereof (the “Insurance Policies”).

(2)Section 2.2(w)(2) of the Company Disclosure Schedule sets forth, with respect to each Insurance Policy: (i) the names of the insurer, the principal insured and each named insured that is the Company or any of its Subsidiaries, (ii) the policy number, (iii) the period, scope and amount of coverage and (iv) the premium most recently charged.

(3)All Insurance Policies provide adequate coverage for all normal risks incident to the business of the Company and its Subsidiaries and their respective properties and assets, except for any such failures to maintain insurance policies that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. With respect to each Insurance Policy, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole: (i) the policy is legal, valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions) and, except for policies that have expired under their terms in the ordinary course, is in full force and effect; (ii) neither the Company nor any of its Subsidiaries is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice) and, to the knowledge of the Company, no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, under the policy; and (iii) to the knowledge of the Company, no insurer on the policy has been declared insolvent or placed in receivership, conservatorship or liquidation.

(x)Certain Business Practices.

(1)Since January 1, 2021, none of the Company, any of its Subsidiaries or, to the knowledge of the Company, any of their respective directors or officers, agents or employees, in each case while engaged by the Company or any of its Subsidiaries, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries.

(2)To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actions.

(y)Sanctions Laws.

(1)None of the Company, any of its Subsidiaries, or, to the Company’s knowledge, any of their respective directors, officers, employees or agents, in each case while engaged by the Company or any of its Subsidiaries, is or since January 1, 2019 was a Restricted Person. “Restricted Person” means (a) any person that is a resident of, located in, or organized under the Laws of, or acting for or on behalf of, a Sanctioned Country; (b) the government of any Sanctioned Country; (c) any government that is the subject or target of restrictions under Sanctions Law; or (d) any person that is owned or controlled, directly or indirectly, by or acts for or on behalf of persons that are designated on any of the following lists, as updated, substituted or replaced from time to time: (i) the United Nations Security Council’s “Consolidated United Nations Security Council Sanctions List”; (ii) the lists of persons subject to Sanctions Laws, as administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), including OFAC’s “Specially Designated Nationals and Blocked Persons List,” the “Foreign Sanctions Evaders,” and the “Sectoral Sanctions Identifications List”; (iii) the U.S. Department of Commerce, Bureau of Industry and Security’s “Entity List,” “Denied Persons List” or “Unverified List”; (iv) the U.S. Department of State’s list of debarred parties and lists of individuals and entities that have been designated pursuant to sanctions and/or non-proliferation statutes that it administers and related executive orders; (v) His Majesty’s Treasury of United Kingdom’s “Consolidated List of Financial Sanctions Targets in the UK”; and (vi) any additional list promulgated, designated, or enforced by a Sanctions Authority. “Sanctions Authority” means the United Nations Security Council, U.S. Department of the Treasury, the U.S. Department of Commerce, the U.S. Department of State, His Majesty’s Treasury of the United Kingdom any other government or regulatory body, institution or agency with authority to enact Sanctions Laws in any country and/or territory with jurisdiction over any Party. “Sanctions Laws” means all economic, trade or financial sanctions statutes, regulations, executive orders, decrees, judicial decisions, restrictive measures or other acts having the force of Law enacted, adopted, administered, imposed, or enforced from time to time by any Sanctions Authority. “Sanctioned Country” means at any time, a country or territory that is the target of comprehensive economic or trade sanctions under Sanctions Laws. As of the date of this Agreement, Sanctioned Countries include the Crimea and so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria.

(2)Since January 1, 2021, none of the Company, any of its Subsidiaries, or, to the Company’s knowledge, any of their respective directors, officers, employees or agents is in violation of, or has violated, Sanctions Laws.

(3)None of the Company, any of its Subsidiaries, or to the Company’s knowledge, any of their respective directors, officers, employees or agents: (i) is or has been subject to any action, suit, claim, proceeding, prosecution, settlement, formal or informal notice, or investigation with respect to Sanctions Laws; or (ii) has made a voluntary, directed or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any alleged noncompliance with Sanctions Laws.

(z)Related-Party Transactions. There are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, agreements, arrangements or understandings or series of related transactions, agreements, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any current or former director or “executive officer” (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries or any person who beneficially owns (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) more than 5% of the outstanding voting securities of the Company (or any of such person’s immediate family members or affiliates) (other than Subsidiaries of the Company), on the other hand, of the type required to be reported in any Company Report pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act that have not been so reported on a timely basis.

(aa)RIA Compliance Matters.

(1)Section 2.2(aa) of the Company Disclosure Schedule lists the name of each of the Company and its Subsidiaries that is registered or licensed under the applicable Law of a country other than the U.S. to provide Investment Advisory Services in the country where it provides such services (the “Company Non-U.S. RIA Entities”) or is registered as an investment adviser under the Investment Advisers Act or the laws of any state of the United States (the “Company U.S. RIA Entities” and, together with the Company Non-U.S. RIA Entities, the “Company RIA Entities”) and each jurisdiction in which it is, or since January 1, 2021, has been, registered or licensed to provide Investment Advisory Services, in each case as of the date hereof. Each Company RIA Entity is and has been, since January 1, 2021, duly registered or licensed as an investment adviser under applicable Law (if required to be so registered or licensed under applicable Law) or exempt therefrom, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except for the Company RIA Entities, neither the Company nor any of its Subsidiaries provides Investment Advisory Services in any jurisdiction.

(2)Since January 1, 2021, (i) each Form ADV and each amendment to Form ADV of each Company U.S. RIA Entity has been timely filed and, as of the date of filing with the SEC (and with respect to Form ADV Part 2B or its equivalent, its date), was true and correct, (ii) each Company U.S. RIA Entity has delivered a brochure and a brochure supplement to each client in accordance with the requirements of Rule 204-3 under the Investment Advisers Act, and (iii) with respect to each Company U.S. RIA Entity that has a client who is a retail investor (as the term “retail investor” is defined in SEC Rule 204-5 under the Investment Advisers Act) Part 3 of Form ADV (Form CRS), a Form CRS has been timely provided to each retail investor, and a current Form CRS has been posted as required on any website maintained by such Company U.S. RIA Entity, except in each case under clauses (i)–(iii) as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(3)Each Company RIA Entity has (x) designated and approved a chief compliance officer in accordance with Rule 206(4)-7 under the Investment Advisers Act or other applicable Law and (y) established in compliance with the requirements of applicable Law, and maintained in effect since January 1, 2021, (i) written anti-Money Laundering policies and procedures that incorporate, among other things, a written customer identification program, (ii) a code of ethics and a written policy regarding insider trading and the protection of material non-public information, (iii) written cyber security and identity theft policies and procedures, (iv) written policies and procedures designed to protect non-public personal information about Clients and other third parties, (v) written recordkeeping policies and procedures, and (vi) other policies required to be maintained by such Company RIA Entity under applicable Law, including (to the extent applicable) Rules 204A-1 and 206(4)-7 under the Investment Advisers Act, except, in each case under clauses (x) and (y)(i)–(vi), as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(4)With respect to each Company U.S. RIA Entity, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (i) none of such Company U.S. RIA Entity, its control persons, its directors, officers, or employees (other than employees whose functions are solely clerical or ministerial), or, to the knowledge of the Company, any of such Company U.S. RIA Entity’s other “associated persons” (as defined in the Investment Advisers Act) is (A) subject to ineligibility pursuant to Section 203 of the Investment Advisers Act to serve as a registered investment adviser or as an “associated person” of a registered investment adviser, (B) subject to disqualification pursuant to Rule 206(4)-1 under the Investment Advisers Act or (C) subject to disqualification under Rule 506(d) of Regulation D under the Securities Act, unless in the case of the foregoing clause (A), (B) or (C), such Company U.S. RIA Entity or “associated person” has received effective exemptive relief from the SEC with respect to such ineligibility or disqualification, and (ii) there is no Proceeding pending or threatened in writing by any Governmental Entity that would reasonably be expected to result in the ineligibility or disqualification of such Company U.S. RIA Entity or any of its “associated persons” to serve in such capacities or that would provide a basis for such ineligibility or disqualification. None of the Company, any of its Subsidiaries, any officer, director or employee thereof or, to the knowledge of the Company, any other “affiliated person” (as defined in the Investment Company Act of 1940 (the “Investment Company Act”)) thereof is subject to ineligibility pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a Registered Fund, nor is there any Proceeding pending or threatened in writing, by any Governmental Entity, which would provide a basis for such ineligibility. Each employee of the Company or any of its Subsidiaries who is required to be registered or licensed as a registered representative, principal, investment adviser representative, salesperson or equivalent with any Governmental Entity is duly registered or licensed as such, and such registration or license is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Registered Fund” means any company that (i) is registered as an investment company under Section 8 of the Investment Company Act, (ii) has elected to be regulated as a business development company under Section 54 of the Investment Company Act, or (iii) operates as an employees’ securities company within the meaning of Section 2(a)(13) of the Investment Company Act.

(5)Each Company RIA Entity is, and since January 1, 2021, has been, in compliance with (i) the applicable provisions of the Investment Advisers Act and/or (ii) all other applicable Laws of the jurisdictions in which such Company RIA Entity acts as an investment adviser, except in each case as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(6)No Company RIA Entity is currently subject to, or since January 1, 2021 has received written notice of, an examination, inspection, investigation or inquiry by a Governmental Entity. Each Company RIA Entity that has in the past undergone an examination, inspection, investigation or inquiry from a Governmental Entity and that has received, at the conclusion thereof, communication from such Governmental Entity regarding the outcome of such examination, inspection, investigation or inquiry (e.g., a “deficiency letter” or other such communication) has remedied or otherwise corrected any issue(s) or compliance matter(s) identified in such communication in the manner asserted in

(7)No Company RIA Entity is prohibited from charging fees to any person pursuant to a “pay-to-play” rule or requirement applicable to such Company RIA Entity (including, with respect to each Company U.S. RIA Entity, Rule 206(4)-5 under the Investment Advisers Act), except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(8)Neither the Company nor any of its Subsidiaries has, since January 1, 2021, entered into or been a party to any effective agreement with any person to (i) solicit or find investors for investment in any Fund or (ii) solicit or find investment advisory clients for the Company or any of its Subsidiaries, except (A) in the case of subclause (i), with persons who either are and at all times relevant were registered with any and all Governmental Entities as required by Law to conduct such activities or are and at all times relevant were exempt from such registration under applicable Law and, since November 4, 2022, in compliance with Rule 206(4)-1 under the Investment Advisers Act and (B) in the case of subclause (ii), pursuant to a written agreement in conformance with Rule 206(4)-3 or Rule 206(4)-1, as applicable, under the Investment Advisers Act. “Fund” means each vehicle for collective investment (1) that is not registered with the SEC as an investment company under the Investment Company Act, and (2) for which a Company or one or more Company Subsidiaries acts as the sponsor, general partner, managing member, trustee, investment manager, investment adviser, sub-adviser, or in a similar capacity.

(ab)Client Agreements.

(1)Section 2.2(bb) of the Company Disclosure Schedule lists, as of the date hereof, each investment advisory agreement entered into by the Company or any of its Subsidiaries with a client or customer of the Company (the “Clients”) for the purpose of providing investment management or investment advisory services, including any subadvisory services, that involve acting as an “investment adviser” within the meaning of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or other applicable Law (“Investment Advisory Services”) to such client or customer (each, an “Advisory Agreement”) with consideration paid or payable to the Company or any of its Subsidiaries of more than $500,000, in the aggregate, over the twelve (12)-month period ending December 31, 2023.

(2)Each Advisory Agreement includes all provisions required by and complies in all respects with the Investment Advisers Act and other applicable Law, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(3)Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each account of a client of the Company or any of its Subsidiaries is being managed, and has, since January 1, 2021 (or the inception of the relationship, if later), been managed, by the applicable Company RIA Entity in compliance with (i) applicable Law, (ii) the Client’s Advisory Agreement, and (iii) the Client’s

(4)No Company RIA Entity provides Investment Advisory Services to any person other than the Clients. Each Company RIA Entity provides Investment Advisory Services to Clients solely pursuant to written Advisory Agreements.

(5)To the knowledge of the Company, the execution and delivery by the Company of this Agreement and the Investor Rights Agreement does not and will not, and the performance by the Company of its obligations under this Agreement and the Investor Rights Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any party to any Advisory Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(ac)Funds.

(1)Neither the Company nor any of its Subsidiaries currently advises, has plans to commence advising, or, since January 1, 2021, has advised any Registered Funds.

(2)Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:

(A)Each Fund currently is and has, since January 1, 2021, been operated in compliance with (i) applicable Law, (ii) its Organizational Documents, registration statements, prospectuses, offering documents and agreements, and (iii) its written investment objectives, policies and restrictions.

(B)No Fund is or, since January 1, 2021 was, required to register as an investment company under the Investment Company Act.

(C)Since January 1, 2021, none of the offering memoranda used in connection with an offering of shares, units or interests of any Fund, including any supplemental advertising and marketing materials prepared by or on behalf of the Company or any of its Subsidiaries thereof, contained an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(D)There are no liabilities or obligations of any Fund of any kind whatsoever, whether known or unknown, accrued, contingent, absolute, determined, determinable or otherwise other than such liabilities or obligations as are disclosed and provided for in the balance sheet of such Fund or referred to in the notes thereto contained in the most recent report (i) distributed by such Fund to its stockholders or other interest holders or (ii) as applicable, filed with a non-U.S. Governmental Entity.

(E)There are no Proceedings pending or, to the knowledge of the Company, threatened in writing, before any Governmental Entity, or

(F)No Fund is suspending redemptions and there are no material outstanding written requests for redemptions in any of such Funds.

(ad)Broker-Dealer Compliance Matters.

(1)Neither the Company nor any of its Subsidiaries is a registered “broker” or “dealer” (as defined in Sections 3(a)(4) and 3(a)(5) of the Exchange Act) engaging in such activity within the United States or with investors located in the United States (absent an available registration exception or exemption) (a “Broker-Dealer”) with the SEC or any state or other jurisdiction in which it would be required to be so registered, or has been, except for those entities listed on Section 2.2(dd) of the Company Disclosure Schedule (each, a “Broker-Dealer Entity”). Each Broker-Dealer Entity (a) has been duly registered as a Broker-Dealer with the SEC or any and each state and other jurisdictions in which it is required to be so registered, or has been required to be so registered or (b) is, and since January 1, 2021 has been, a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and each other broker-dealer SRO of which it is required to be a member. Each natural person whose functions require him or her to be licensed as a representative or principal of, and registered with, each Broker-Dealer Entity is registered with FINRA and all applicable states and other jurisdictions, and such registrations are not, and since January 1, 2021 have not been, suspended, revoked or rescinded and remain in full force and effect

(2) (i) Each current Form BD of a Broker-Dealer Entity is, and any Form BD of a Broker-Dealer Entity filed before the Closing Date will be at the time of filing, in compliance with the applicable requirements of the Exchange Act, the rules thereunder and the rules of any SRO, as applicable; and (ii) each Broker-Dealer Entity serving a retail investor (as the term “retail investor” is defined in SEC Rule 17a-14 under the Exchange Act and in Form CRS adopted thereunder) has prepared and filed with the SEC a Form CRS complying with Rule 17a-14, and each such Form CRS is, and any amendment to Form CRS filed before the Closing Date will be at the time of filing, in compliance with the applicable requirements of the Exchange Act. A Form CRS has been timely provided to each retail investor, and a current Form CRS has been posted as required on any website maintained by such Broker-Dealer Entity.

(3)No Broker-Dealer Entity, or any of its Affiliates, or any of its “associated persons” (as defined in the Exchange Act) is (A) ineligible pursuant to Section 15(b) of the Exchange Act to serve as a Broker-Dealer or as an “associated person” of a Broker-Dealer, (B) subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act, (C) subject to any material Proceedings that would be required to be disclosed on Form BD or Forms U-4 or U-5 (and which Proceedings are not actually disclosed on such person’s current Form BD or current Forms U-4 or U-5) to the extent that such person or its associated persons is required to file such forms, or (D) subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of such person as broker-dealer, municipal securities dealer, government securities broker

(4)No fact relating to any Broker-Dealer Entity or any “control affiliate” of a Broker-Dealer Entity, as defined in Form BD, requires any response in the affirmative to any question in Item 11 of Form BD, except to the extent that such facts have been reflected on Form BD of such Broker-Dealer Entity, as applicable.

(5)Since January 1, 2021, the Brokerage Services performed by each Broker-Dealer Entity have been conducted in compliance with all requirements of the Exchange Act, the rules and regulations of the SEC, FINRA, and any applicable state securities regulatory authority or SRO, as applicable. “Brokerage Services” means brokerage, broker-dealer transaction processing, dealer, distributorship, custodial, and related services, or any other services that involve acting as a broker-dealer, and performing ancillary services and activities related or incidental thereto. Each Broker-Dealer Entity has established, in compliance with the requirements of applicable Law, and maintained in effect, since January 1, 2021, written policies and procedures reasonably designed to achieve compliance with the Exchange Act, the SEC rules thereunder, and the rules of each applicable SRO (“BD Compliance Policies”), including those required by (i) applicable FINRA rules, including FINRA Rule 3110, 3120 and 3130, (ii) anti-Money Laundering Laws, including a written customer identification program in compliance therewith, (iii) privacy Laws including policies and procedures with respect to the protection of nonpublic personal information about clients of the Company or any of its Subsidiaries and other third parties and (iv) identity theft Laws, and approved such principals, managers and other supervisors as are required under the aforementioned Laws. All such BD Compliance Policies comply in all material respects with applicable Laws.

(6)Each Broker-Dealer Entity currently maintains, and since January 1, 2021 has maintained, “net capital” (as such term is defined in Rule 15c3-1(c)(2) under the Exchange Act) equal to or in excess of the minimum “net capital” required to be maintained by the respective Broker-Dealer Entity, and in an amount sufficient to ensure that it is not required to file a notice under Rule 17a-11 under the Exchange Act.

(7)No Governmental Entity has, since January 1, 2021, formally initiated any Proceeding (other than ordinary course examinations) with respect to a Broker-Dealer Entity and no Broker-Dealer Entity has received a written “Wells Notice”, other written indication of the commencement of an enforcement action from the SEC, FINRA or any other Governmental Entity or other written notice alleging any material noncompliance with any applicable Law governing the operations of each Broker-Dealer Entity. There are no unresolved material violations or material exceptions raised by any Governmental Entity with respect to a Broker-Dealer Entity. Since January 1, 2021, no Broker-Dealer Entity has settled any Proceeding of the SEC, FINRA or any other Governmental Entity. No Broker-Dealer Entity has been subject to any Proceeding in connection with any applicable Law governing the operation of a Broker-Dealer Entity. No Broker-Dealer Entity is currently subject to, and has not received any written notice of, an examination, inspection, investigation or inquiry by a Governmental Entity, and

(ae)CPO/CTA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole:

(1)Neither the Company nor any of its Subsidiaries is required to be registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a CPO/CTA, and certain of the Subsidiaries that might otherwise have been required to register as a CPO/CTA have claimed available exemptions from registration (the “Exempt CPO/CTA Entities”). Each Exempt CPO/CTA Entity has duly claimed, and, since January 1, 2021, has complied to the extent required with, the requirements for an exemption from registration as a CPO/CTA.

(2)Each of the Company and its Subsidiaries, including any Exempt CPO/CTA Entity is in compliance in all material respects with the applicable provisions of the Commodity Exchange Act (“CEA”) and of the regulations of the CFTC and the National Futures Association (“NFA”) and any applicable SRO.

(3)(i) None of the Company and its Subsidiaries, including any Exempt CPO/CTA Entities, or any of their officers or employees is (A) ineligible to serve as an “associated person” or “principal” of a CPO/CTA, (B) subject to a “statutory disqualification” under Section 8a(2) of the CEA, (C) subject to any material disciplinary Proceedings that would be required to be disclosed on Form 7-R or Form 8-R (and which disciplinary Proceedings are not actually disclosed on such person’s current Form 7-R or current Form 8-R) to the extent that such entity or individual is required to file such forms, or (D) subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of or suspension or revocation of the registration of such person as a CPO/CTA or associated person or principal of a CPO/CTA under Section 8a(4) of the CEA and (ii) there is no Proceeding pending or, to the knowledge of the Company, threatened by any Governmental Entity that would reasonably be expected to result in any of the circumstances described in the foregoing clauses (A), (B), (C) and (D).

(4)To the knowledge of the Company, no fact relating to the Company or any Subsidiary, including any Exempt CPO/CTA Entity or any individual who would be a “principal” of an Exempt CPO/CTA Entity, as defined in Form 8-R, requires any response in the affirmative to any question relating to “Criminal Disclosures” in the Form 7-R or in the principal’s Form 8-R, except to the extent that such facts have been reflected on such forms.

(5)To the knowledge of the Company, no Governmental Entity has, since January 1, 2021, formally initiated a Proceeding with respect to the Company or any Subsidiary, including any Exempt CPO/CTA Entity, and no such entity has received any written indication of the commencement of a Proceeding from the CFTC, the NFA or any other Governmental Entity, or other notice alleging any material noncompliance with any applicable Law governing its operations.

(6)None of the Company, any of its Subsidiaries, or any Affiliate of the Company is or has been registered with the CFTC as a futures commission

(af)CFIUS. The Company does not (a) produce, design, test, manufacture, fabricate or develop one or more critical technologies, as defined at 31 C.F.R. § 800.215, or (b) perform any of the functions set forth in column 2 of Appendix A to 31 C.F.R. part 800 with respect to covered investment critical infrastructure, as defined at 31 C.F.R. § 800.212 or (c) maintain or collect, directly or indirectly, sensitive personal data, as defined at 31 C.F.R. § 800.241, of U.S. citizens.

(ag)Restricted Activities.

(1)Neither the Company nor any of its Subsidiaries has any interests of the nature set forth on Company Disclosure Schedule 2.2(gg)(1).

(2)Neither the Company nor any of its Subsidiaries nor any other person directly or indirectly “controlled” (as defined in the Investment Company Act) by the Company serves or acts in the capacities set forth on Company Disclosure Schedule 2.2(gg)(2).

(ah)Brokers. With the exception of the engagement of Oppenheimer & Co., neither the Company nor any of its Subsidiaries nor any of its or their respective officers or directors has employed any broker, finder, placement agent or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated hereby.

(ai)Other Investments. The per-share purchase price of the shares of Class A Common Stock and Series A Preferred Stock purchased under each Other Investment Agreement is not less than Class A Common Stock Price Per Share and the Preferred Stock Price Per Share, respectively. Neither the Company nor any of its Subsidiaries has entered into any (or modified any existing) contract, agreement, arrangement or understanding with any purchaser party to the Other Investment Agreements (or any Affiliate thereof) that has the effect of establishing rights or otherwise benefiting such other purchaser in a manner more favorable to such purchaser than the rights, benefits and obligations of Purchaser in this Agreement (it being understood that each Other Investment Agreement may differ with respect to such other purchaser’s governance rights with respect to the Company).

(aj)No Other Company Representations of Warranties. Except for the representations and warranties made by the Company in this Section 2.2, neither the Company, any of its Subsidiaries nor any other person makes any express or implied representation or warranty with respect to the Company, any of its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company, any of its Subsidiaries nor any other person makes or has made any representation or warranty to Purchaser or any of its Affiliates or its or their respective Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or (B) except for the representations and warranties made by the Company in this Section 2.2, any oral or written information presented to Purchaser or any of its Affiliates or its or their respective Representatives in the course of (x) their due diligence investigation of the Company or its Subsidiaries, (y) the negotiation of this Agreement or (z) the transactions contemplated hereby. The Company acknowledges and agrees that neither Purchaser nor any other person has made or is making any express or implied representation or warranty other than those contained in Section 2.3.

1.3Representations and Warranties of Purchaser. Purchaser hereby makes the representations and warranties set forth in this Section 2.3 to the Company:

(a)Organization and Authority. Purchaser is duly formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Purchaser and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or standing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to prevent or materially delay Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

(b)Authorization.

(1)Purchaser has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Closing. The execution and delivery by Purchaser of this Agreement, and the execution and delivery of the Investor Rights Agreement and the performance of Purchaser’s obligations thereunder, have been duly and validly approved by Purchaser. This Agreement has been and, at the Closing, the Investor Rights Agreement will be, duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto constitutes, or will at the Closing constitute, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as limited by the Remedies Exceptions.

(2)The execution and delivery of this Agreement and the Investor Rights Agreement by Purchaser does not and the performance of its obligations under this Agreement and the Investor Rights Agreement by Purchaser will not (i) conflict with or violate Purchaser’s Organizational Documents, (ii) conflict with or violate any Law applicable to Purchaser or by which any property or asset of Purchaser is bound or affected, or (iii) violate, conflict with, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in any material payment or penalty under, or give to others any right of termination, amendment, acceleration or cancellation of any indebtedness, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Purchaser, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, prevent or materially delay Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

(3)The execution and delivery by Purchaser of this Agreement and the Investor Rights Agreement does not and will not, and the performance by Purchaser of its obligations under this Agreement and the Investor Rights Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Exchange Act, Securities Act, state securities or Blue Sky Laws, (ii) as set forth on Section 1.2(d)(1)(B) of the Company Disclosure Schedule or (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

(c)Purchase for Investment.

(1)Purchaser acknowledges that the Securities have not been registered under the Securities Act or under any state securities Laws. Purchaser (i) is acquiring the Securities pursuant to an exemption from registration under the Securities Act and is acquiring the Securities solely for Purchaser’s own account for investment purposes and not with a present intention to distribute any of the Securities to any person, (ii) will not sell or otherwise dispose of any of the Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Securities and of making an informed investment decision, (iv) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act), and (v) is able to bear the economic risk and lack of liquidity inherent in holding the Securities.

(2)Purchaser (i) acknowledges that Purchaser has received access to information Purchaser considers necessary or appropriate for deciding whether to acquire the Securities, and (ii) represents that Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to evaluate the merits and risks of a purchase of the Securities.

(3)Purchaser has considered the suitability of the Securities as an investment in light of Purchaser’s own circumstances and financial condition, and Purchaser is able to bear the risks associated with an investment in the Securities.

(4)No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to (i) Purchaser or (ii) any of its Rule 506(d) Related Parties (as defined below). Purchaser hereby agrees that, prior to the Closing, Purchaser shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to Purchaser or any of its Rule 506(d) Related Parties. “Rule 506(d) Related Party” shall mean (x) any beneficial owner of 20% or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power, or (y) a person or entity that, directly or indirectly, has or shares, or is deemed to have or share, voting or dispositive power with respect to the securities of the Company owned by Purchaser.

(d)Financial Capability. At the Closing, Purchaser will have available funds necessary to pay the Purchase Price and consummate the Closing on the terms and conditions contemplated by this Agreement.

(e)Knowledge as to Conditions. As of the date of this Agreement, Purchaser knows of no reason why any regulatory approvals and, to the extent necessary, any other approvals, authorizations, filings, registrations, and notices required or otherwise a condition to the consummation by it of the transactions contemplated by this Agreement will not be obtained.

(f)Anti-Money Laundering, Anti-Corruption and Anti-Terrorism Laws.  The funds representing the Purchase Price do not represent proceeds of crime for the purpose of any applicable anti-money laundering or anti-terrorist legislation, regulation, guideline or other Law. Purchaser is in compliance with, and has not, since January 1, 2021, violated the United States of America Patriot Act of 2001, as amended, or any other applicable anti-money laundering, anti-corruption and anti-terrorism Laws.

(g)Orders; Proceedings.  There is no material Proceeding pending or threatened in writing or, to the knowledge of Purchaser, otherwise threatened against Purchaser, or any material property or asset of Purchaser, or any of its current or former directors or executive officers, before any Governmental Entity and none of Purchaser or any of its Subsidiaries, any of its or their current or former directors or executive officers, or any material property or asset of Purchaser or any of its Subsidiaries is subject to any continuing Order or other similar written agreement with any Governmental Entity, in each case, except as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

(h)Brokers. With the exception of the engagement of Ardea Partners LP, neither Purchaser nor any of its officers or directors has employed any broker, finder, placement agent or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated hereby.

(i)Ownership. Purchaser and its Affiliates do not own of record or beneficially any shares of Class A Common Stock, securities convertible into or exchangeable for Class A Common Stock or other capital securities of the Company, excluding (i) Securities managed by Allianz Parent and its controlled Affiliates for the account of third parties in the ordinary course of business and (ii) Securities managed by third parties held in investment funds in which Allianz Parent and its controlled Affiliates are invested but without investment authority. Other than this Agreement or the Investor Rights Agreement, Purchaser has no agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any securities of the Company with any other person, including with respect to the transactions contemplated by this Agreement.

(j)Information Supplied. The information supplied or to be supplied by Purchaser in writing specifically for inclusion or incorporation by reference in any Applicable Proxy Statements (as defined herein) or any other documents filed or to be filed with the SEC or any other Governmental Entity in connection with the transactions contemplated by this Agreement will not 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 were made, not misleading.

(k)No Other Purchaser Representation and Warranties. Except for the representations and warranties made by Purchaser in this Section 2.3, neither Purchaser, any of its Affiliates nor any other person makes any express or implied representation or warranty with respect to Purchaser, any of its Affiliates or their respective businesses,

operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. Without limiting the foregoing disclaimer, except for the representations and warranties made by Purchaser in this Section 2.3, neither Purchaser, any of its Affiliates nor any other person makes or has made any representation or warranty to the Company or any of its Affiliates or its or their respective Representatives with respect to any oral or written information presented to the Company or any of its Affiliates or its or their respective Representatives in the course of (x) the negotiation of this Agreement or (y) the transactions contemplated hereby. Purchaser acknowledges and agrees that neither the Company nor any other person has made or is making any express or implied representation or warranty and Purchaser is not relying on any statement, representation or warranty, oral or written, express or implied, including without limitation any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Purchaser, its Affiliates or any of their respective Representatives or any other person, other than those expressly set forth in Section 2.2 as qualified by the Company Disclosure Schedules. Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 2.2 hereof and in the Company Disclosure Schedules, none of the Company or any of its Affiliates or Representatives has made any express or implied representation or warranty with respect to the Company or any of its Subsidiaries, and Purchaser has not relied on any representation or warranty other than those expressly set forth in Section 2.2 hereof and in the Company Disclosure Schedules.

1.1Interim Operations.

(a)The Company shall, and shall cause each of its Subsidiaries to, from and after the date hereof until the earlier of the Closing and the termination of this Agreement (unless Purchaser shall otherwise approve in writing), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law, conduct its business in the ordinary course and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use their respective commercially reasonable efforts to maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, clients, suppliers, licensors, licensees, distributors, creditors, lessors, employees and agents.

(b)Without limiting the generality of and in furtherance of the foregoing sentence, from and after the date hereof until the earlier of the Closing and the termination of this Agreement, except as otherwise expressly required by this Agreement, required by a Governmental Entity or applicable Law, expressly required by the terms of any Company Material Contract in effect prior to the date of this Agreement (correct and complete copies of which have been made available to Purchaser) or entered into following the date of this Agreement in accordance with the terms of this Section 3.1, as approved in writing by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) or set forth in Section 3.1(b) of the Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to:

(1)adopt or propose any change in its Organizational Documents (other than to correct scrivener’s errors or immaterial or ministerial amendments);

(2)merge or consolidate with any other person, except for any such transactions solely among wholly owned Subsidiaries of the Company or in connection with any acquisition permitted by clause (3) below, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material restrictions on its properties, assets, operations or businesses;

(3)acquire assets or equity interests outside of the ordinary course of business from any other person with a value or purchase price in the aggregate in excess of $10,000,000; provided, however, that the Company shall provide notification to Purchaser in the event that the Company or any of its Subsidiaries acquires assets or equity interests outside of the ordinary course of business from any other person with a value or purchase price in the aggregate in excess of $1,000,000;

(4)issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or otherwise enter into any contract or other agreement, understanding or arrangement (whether oral or written) with respect to the voting of, any shares of capital stock of the Company or capital stock or other equity interests of any of its Subsidiaries, securities convertible or exchangeable into or exercisable for any such shares of capital stock or other equity interests, or any options, warrants or other rights of any kind to acquire any such shares of capital stock, other equity interests or such convertible or exchangeable securities (other than (A) the issuance of shares of such capital stock, other equity securities or convertible or exchangeable securities (I) by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company, (II) to the Other Investor (provided that notice shall be provided to Purchaser of any such issuance no less than five business days prior to such issuance), (III) pursuant to any present employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries or any present employee agreements or arrangements or programs, including the issuance of performance shares, restricted shares, options or similar securities in an aggregate amount and on the terms separately disclosed to Purchaser on February 20, 2024, (IV) in connection with any acquisition permitted by clause (3) above, or (V) in connection with any earn-out, deferred or contingent payment obligations required by the terms of any acquisition contract in effect prior to the date of this Agreement or entered into following the date of this Agreement in accordance with the terms of this Section 3.1 or (B) proxies or voting agreements solicited by or on behalf of the Company in connection with the 20% Approval);

(5)reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, other equity interests or securities convertible or exchangeable into or exercisable for any shares of its capital stock or other equity interests, in each case except in connection with tax withholding obligations of the Company;

(6)incur any indebtedness for borrowed money in excess of $10,000,000 in the aggregate, except for (A) indebtedness in replacement of existing indebtedness for borrowed money on terms substantially consistent with or more favorable to the Company than the indebtedness being replaced, (B) indebtedness for borrowed money incurred under the Company’s credit facilities existing as of the date hereof and (C) any extension, renewal or refinancing of indebtedness permitted to be incurred under the foregoing clauses (A) and (B), so long as the principal amount of such indebtedness is not increased over the outstanding amount at the time of such extension, renewal or refinancing;

(7)sell, lease, license, transfer or otherwise dispose of, abandon, let lapse, cancel, or grant to any person any license or other right under any Company-Owned IP, other than (A) non-exclusive licenses granted in the ordinary course of business, (B) abandonment, lapse or cancellation of any Company-Owned IP that is immaterial to the current or anticipated business of the Company or any Subsidiary, and (C) expiration of any Company Registered IP at the end of its statutory term;

(8)(A) except in the ordinary course of business consistent with past practice, materially increase in any manner the compensation or consulting fees, bonus, pension, welfare, fringe or other benefits, severance or termination pay of any Company employee, director, officer, or independent contractor (who is a natural person), (B) except (x) in connection with the hiring or retention of employees below the officer level (within the meaning of Section 16(a)(1) of the Exchange Act) in the ordinary course of business, (y) in an aggregate amount and on the terms separately disclosed to Purchaser on February 20, 2024, or (z) in connection with the hiring of officers, in such amounts and on such terms as set forth on Schedule 3.1(b)(8), grant any new awards, or amend or modify the terms of any outstanding awards, under any Company Plan, (C) except in connection with the termination of employees (without cause) in the ordinary course of business, take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any Company Plan, or (D) hire or terminate any officer (within the meaning of Section 16(a)(1) of the Exchange Act), other than for cause;

(9)make any changes with respect to accounting policies or procedures, except as required by changes in GAAP (as confirmed by the Company’s independent registered public accounting adviser);

(10)make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to material Taxes, settle any material Tax claim, audit, assessment or dispute, surrender any right to claim a material Tax refund, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any material Tax or take any action which would be reasonably expected to result in a material increase in (A) the Tax liability of the Company or its Subsidiaries, or (B) in respect of any taxable period (or portion thereof) ending after the Closing, the Tax liability of Purchaser or its Affiliates; or

(11)agree, authorize or commit to do any of the foregoing.

1.2Reasonable Best Efforts.

(a)On the terms and subject to the conditions set forth in this Agreement, the Company, on the one hand, and Purchaser, on the other hand, shall (and shall cause their respective Affiliates to) cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated hereby as soon as reasonably practicable, including to (i) promptly prepare and file (as applicable) all permits, consents, approvals, confirmations (whether in writing or orally) and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated hereby, including those listed on Section 1.2(d)(1)(B) of the Company Disclosure Schedules, as promptly as reasonably practicable following the date hereof and in any event no later than fifteen (15) business days following the date hereof, and (ii) respond to any request for information from any Governmental Entity relating to the foregoing, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or Purchaser to pay or commit to pay any amount or incur any material obligation in favor of or grant any material accommodation (financial or otherwise) to any person in connection with such efforts. In no event shall Purchaser be required to agree to provide capital or other financial support to the Company or any of its Subsidiaries thereof other than the Purchase Price to be paid for the Securities to be purchased by it pursuant to the terms of, or subject to the conditions set forth in, this Agreement.

(b)To the extent permitted by Law, each of Purchaser and the Company will (i) have the right to review in advance all information to the extent relating to such party and any of its respective Affiliates and its and their respective directors, officers, partners and stockholders which appears in any proposed filings to be made with, or written materials to be submitted to, any Governmental Entity (and each will consult with the other party relating to the exchange of such filings and shall consider in good faith any comments made by the other party in relation thereto, including with respect to all information which appears in any filings relating to the other party and any of its respective Affiliates and its and their respective directors and officers) and (ii) keep each other reasonably informed of, and consult with the other in advance of, any substantive meeting or conference with any Governmental Entity that is reasonably likely to relate to the transactions contemplated by this Agreement or affect Purchaser or its investment in the Company in connection with the transactions. In exercising the foregoing right, each party agrees to act reasonably and as promptly as reasonably practicable. To the extent permitted by applicable Law, each party agrees to keep the other party reasonably apprised of the status of matters referred to in this Section 3.2(b).

(c)To the extent permitted by applicable Law, the parties shall promptly advise each other upon receiving any material communication from any Governmental Entity whose consent, waiver, approval or authorization is required for the consummation of the transactions contemplated by this Agreement, including any communication that causes such party to believe that there is a reasonable likelihood that any required approval, consent or authorization from a Governmental Entity related to the transactions contemplated by this Agreement will not be obtained or that the receipt of such approval, consent or authorization will be materially delayed or conditioned.

1.3Access to Information. Upon reasonable notice and subject to applicable Laws, the Company shall, and shall cause each of its respective Subsidiaries to, afford to the officers, employees, accountants, counsel, advisers and other representatives of Purchaser access, during normal business hours during the period prior to the Closing Date, to all their properties, books, personnel, and records and, during such period, the Company shall, and shall cause its respective Subsidiaries to, make promptly available to Purchaser such information concerning its business, properties and personnel as Purchaser may reasonably request, including the information set forth in Section 3.3 of the Company Disclosure Schedule, to the extent permitted by applicable Law. Purchaser shall use commercially reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the Company’s customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law, Order, fiduciary duty, duty of confidentiality or binding agreement entered into prior to the date of this Agreement. The Company and Purchaser will use commercially reasonable efforts to cooperate and request waivers or make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

1.4Stockholder Proposals.

(a)The Company shall, through its Board of Directors, recommend to its stockholders at the next annual meeting of the Company following the date hereof or at a special meeting of the stockholders of the Company prior to such annual meeting to approve (i) the issuance of an amount of Class A Common Stock to Purchaser and the Other Investor equal to 20% or more of the pre-Investment issued and outstanding Class A Common Stock and Class B Common Stock, taken together (the “20% Approval”) and (ii) the adoption of the Amended and Restated Certificate of Incorporation (such proposals, together, the “Stockholder Proposals” and such recommendation the “Company Board Recommendation”), and shall include such Company Board Recommendation in the proxy statement relating to such annual meeting (the “Initial Proxy Statement”).

(b)To the fullest extent permitted by applicable Law, the Company agrees that if the requisite approval of the stockholders of the Stockholder Proposals shall not have been obtained at any such Company annual meeting, then, unless this Agreement has been terminated in accordance with its terms, the Company shall use its reasonable best efforts to take all necessary actions to obtain the requisite stockholder approval of the Stockholder Proposals at each subsequent meeting of its stockholders until such approval of each of the Stockholder Proposals has been obtained, including inclusion of the Company Board Recommendation in subsequent proxy statements (each such proxy statement, together with the Initial Proxy Statement, an “Applicable Proxy Statement”).

(c)As promptly as practicable following receipt of the Stockholder Proposals, but in any event on such date, the Company shall (i) cause the Amended and Restated Certificate of Incorporation to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with, and in such form as is required, by the Delaware General Corporate Law (the “DGCL”) and (ii) deliver and tender, or cause to be delivered or tendered, as applicable, any fees and make all other filings or recordings required under the DGCL in connection with such filing, which shall become effective at upon such filing date.

1.5Most Favored Nation. To the extent (a) the Company enters into any amendment to, or modification of, the Other Investment Agreement or any other agreement or arrangement with the Other Investor or any of its Affiliates (each, an “MFN Party”) as of the date hereof, including any side letter or similar arrangement after the date hereof (an “Amended Arrangement”)and (b) such Amended Arrangement has the effect of establishing rights under, or altering or supplementing the terms of, the Amended and Restated Certificate of Incorporation or any Other Investment Agreement or any other agreement to which the Company and the Other Investor or any of its Affiliates is a party as of the date hereof, in a manner that would (i) provide the MFN Party with rights that are more favorable than the rights of Purchaser, (ii) make any securities issued to any MFN Party Senior Securities (as defined in the Series A Certificate of Designations) relative to the Series A Preferred Stock or (iii) make any securities issued to any MFN Party, other than the Series C Preferred Stock, Parity Securities (as defined in the Series A Certificate of Designations), with the Series A Preferred Stock, the Company shall, in any such case, promptly and in good faith disclose such Amended Arrangement to Purchaser. In connection therewith, Purchaser shall be offered the opportunity to receive the same rights and/or seniority granted by the Company in any such Amended Arrangement, whether entered into as of the date hereof or hereafter (in the case of seniority, in a manner that preserves the seniority of the Series A Preferred Stock and the Series C Preferred Stock relative to all other classes of outstanding Capital Stock). Purchaser shall be deemed to reject any such offer, unless, within twenty (20) business days after receiving the final execution version of such Amended Arrangement, it delivers written notice to the Company accepting some or all of the additional rights offered in such Amended Arrangement. However, if Purchaser accepts any such offer, in whole or in part, the Company shall promptly enter into such agreements, including any relevant amendments or modifications of existing agreements, which Purchaser may reasonably request. For the avoidance of doubt, nothing herein shall override or otherwise limit any approval rights of the Series A Preferred Stock pursuant to the Series A Certificate of Designations.

1.6Restricted Activities. Pursuant to the terms of Schedule 3.6(a) of the Company Disclosure Schedule:

(a)neither the Company nor any of its Subsidiaries shall acquire any of the interests or engage in any of the activities set forth in Section 3.6(a) of the Company Disclosure Schedule; and

(b)neither the Company nor any of its Subsidiaries nor any other person directly or indirectly “controlled” (as defined in the Investment Company Act) by the Company shall serve or act in the capacities set forth in Section 3.6(b) of the Company Disclosure Schedule.

1.7Additional Matters. Prior to the Closing, the Company shall comply with the covenant set forth on Schedule 3.7.

1.8Voting Matters. Prior to the next annual meeting of the Company following the date hereof, the Company shall use its commercially reasonable efforts to obtain executed copies of the Voting Agreements from the holders of a majority of the then outstanding Class A Common Stock and Class B Common Stock of the Company; provided, that in no event shall the Company or any of its Affiliates be required to pay any sums of money or make any concession therefor or otherwise agree to any action that would adversely affect its or its Affiliate’s businesses or operations.

1.1Reservation for Issuance. The Company will reserve that number of shares of Class A Common Stock and Non-Voting Class C Common Stock as are sufficient for issuance upon exercise of the Warrant.

1.2Indemnity.

(a)From and after the Closing and subject to the provisions of this Section 4.2, the Company agrees to indemnify and hold harmless Purchaser and its Affiliates and each of their respective officers, directors, partners, members and employees from and against any and all Proceedings, costs, losses, liabilities, damages, expenses (including reasonable attorneys’ fees and disbursements), amounts paid in settlement and other costs (collectively, “Losses”) arising out of or resulting from (1) any inaccuracy in or breach of the Company’s representations or warranties in this Agreement, (2) the Company’s breach of agreements or covenants made by the Company in this Agreement or (3) the matter set forth in Section 4.2(a)(3) of the Company Disclosure Schedule.

(b)From and after the Closing and subject to the provisions of this Section 4.2, Purchaser agrees to indemnify and hold harmless each of the Company and its Affiliates and each of their officers, directors, partners, members and employees from and against any and all Losses arising out of or resulting from (1) any inaccuracy in or breach of Purchaser’s representations or warranties in this Agreement or (2) Purchaser’s breach of agreements or covenants made by Purchaser in this Agreement.

(c)A party entitled to indemnification hereunder (each, an “Indemnified Party”) shall give written notice to the party indemnifying it (the “Indemnifying Party”) of any claim with respect to which it seeks indemnification promptly after the discovery by such Indemnified Party of any matters giving rise to a claim for indemnification; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 4.2 unless and to the extent that the Indemnifying Party shall have been actually and materially prejudiced by the failure of such Indemnified Party to so notify such party. Such notice shall describe in reasonable detail such claim to the extent then known by the Indemnified Party. In case any such action, suit, claim or proceeding is brought against an Indemnified Party, the Indemnified Party shall be entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided, however, that, if the action, suit, claim or proceeding does not seek any injunctive or equitable relief or any criminal penalties, then the Indemnifying Party shall be entitled to assume and conduct the defense thereof at its own expense and through counsel of its choice reasonably acceptable to the Indemnified Party by giving notice of its intention to do so to the Indemnified Party within ten (10) business days of the receipt of such claim notice from the Indemnified Party, unless the counsel to the Indemnified Party advises such Indemnifying Party in writing that such claim involves a conflict of interest (other than one of a monetary nature) that would reasonably be expected to make it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, in which case the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party (except that the Indemnifying Party shall only be liable for the legal fees and expenses of one law firm for all Indemnified Parties, taken together with respect to any single action or group of related actions). If the Indemnifying Party assumes the defense of any claim, all Indemnified Parties shall thereafter deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim, and each Indemnified Party shall reasonably cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not be liable for any settlement of any action, suit, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, condition or delay its consent. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise (A) includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding, (B) provides solely for the payment of money damages and not any injunctive or equitable relief or criminal penalties and (C) does not create any financial or other obligation on the part of an Indemnified Party which would not be indemnified in full by the Indemnifying Party.

(d)The Company shall not be required to indemnify the Indemnified Parties pursuant to Section 4.2(a)(1) (other than with respect to any Company Fundamental Representations, which shall not be subject to the following limitations), (1) with respect to any claim for indemnification if the amount of Losses with respect to such claim (including a series of related claims) are less than $75,000 (any claim involving Losses less than such amount being referred to as a “De Minimis Claim”) and (2) unless and until the aggregate amount of all Losses incurred with respect to all claims (other than De Minimis Claims) pursuant to Section 4.2(a)(1) exceed an amount equal to one percent (1%) of the Purchase Price (the “Threshold Amount”), in which event the Company shall be responsible for the entirety of such Losses. Purchaser shall not be required to indemnify the Indemnified Parties pursuant to Section 4.2(b)(1), (A) with respect to any De Minimis Claim and (B) unless and until the aggregate amount of all Losses incurred with respect to all claims (other than De Minimis Claims) pursuant to Section 4.2(b)(1) exceed the Threshold Amount, in which event Purchaser shall be responsible for only the amount of such Losses in excess of the Threshold Amount. The cumulative indemnification obligation of (1) the Company to Purchaser and all of the Indemnified Parties affiliated with (or whose claims are permitted by virtue of their relationship with) Purchaser or (2) Purchaser to the Company and the Indemnified Parties affiliated with (or whose claims are permitted by virtue of their relationship with) the Company, in each case pursuant to (i) Section 4.2(a)(1) (other than with respect to breaches or inaccuracies of any Company Fundamental Representations) or Section 4.2(b)(1), as applicable, shall in no event exceed fifteen percent (15%) of the Purchase Price, (ii) Section 4.2(a)(1)-(2) or Section 4.2(b), as applicable, shall in no event exceed an amount equal to the Purchase Price and (iii) to Section 4.2(a)(3) shall be unlimited.

(e)Any claim for indemnification pursuant to this Section 4.2 for breach of any representation or warranty or any covenant or other agreement can only be brought on or prior to the date on which such representation or warranty or covenant or other agreement would otherwise expire pursuant to Section 6.1; provided that if notice of a claim for indemnification pursuant to this Section 4.2 for breach of any representation or warranty or any covenant or other agreement is brought prior to the end of such period, then the obligation to indemnify in respect of such breach shall survive as to such claim, until such claim has been finally resolved.

(f)The indemnity provided for in this Section 4.2 shall be the sole and exclusive monetary remedy of Indemnified Parties for any inaccuracy of any representation or warranty or any other breach of any covenant or agreement contained in this Agreement; provided that nothing contained in this Agreement shall limit in any way any such party’s remedies in respect of Fraud by any other party in connection with the transactions contemplated hereby. No party to this Agreement (or any of its Affiliates) shall, in any event, be liable or otherwise responsible to any other party (or any of its Affiliates) for any consequential, special, incidental, indirect or punitive damages except to the extent (i) such damages (other than punitive damages) were reasonably foreseeable as a result of any breach of any representation, warranty, covenant or agreement set forth herein, or (ii) such damages are awarded to a third party by a court of competent jurisdiction by final judgment not subject to appeal in connection with a third party claim. “Fraud” means actual fraud under the laws of the State of Delaware (and not, for the avoidance of doubt, constructive fraud, equitable fraud or promissory fraud or negligent misrepresentation or omission, or any form of fraud based on recklessness or negligence) with respect to, in the case of the Company, the representations and warranties set forth in Section 2.2 and, in the case of Purchaser, the representations and warranties set forth in Section 2.3.

(g)Any indemnification payments pursuant to this Section 4.2 shall be treated as an adjustment to the Purchase Price for the Securities for U.S. federal income and applicable state and local Tax purposes, unless a different treatment is required by applicable Law.

(h)In all cases in calculating the amount of any Loss with respect to a breach of any representation or warranty set forth herein and for purposes of determining a breach or an inaccuracy, such representations and warranties (other than those representations and warranties set forth in Section 2.2(i)(c)) and shall be read without regard to any materiality qualifier (including any reference to Material Adverse Effect) contained therein.

(i)The amount of any Loss for which indemnification is provided under this Section 4.2 shall be net of (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party that is not an Affiliate of such Indemnified Party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement actually received from any third party that is not an Affiliate of such Indemnified Party as an offset against such Loss (each third party that is not an Affiliate of such Indemnified Party referred to in clauses (i) and (ii), a “Collateral Source”) ; provided that the amount of any Loss for which indemnification is provided under this Section 4.2 shall also be computed on an after-tax basis, which takes into account both any Taxes (including, for the avoidance of doubt, withholding Taxes) paid by an Indemnified Party or its Affiliates with respect to any indemnity payment and any Tax benefit actually realized by such Indemnified Party or its Affiliates that is attributable to such Loss. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under this Section 4.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 4.2, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 4.2 had such determination been made at or prior to the time of such payment.

(j)The provisions of this Section 4.2 are not intended to permit duplicate recoveries on the same Loss.

1.3Transfer Taxes. Upon the Closing, the Company shall be liable for hundred (100%) of any United States and non-U.S. federal, state, and local sales, use, transfer, excise, stamp, conveyance, documentary transfer, recording, registration, filing or other similar Taxes which are required to be paid in connection with the issuance, sale and transfer of the Securities to be issued, sold and transferred to Purchaser hereunder and the Warrant (“Transfer Taxes”). The parties will use commercially reasonable efforts to cooperate and timely prepare any Tax Returns relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. Unless otherwise required by applicable Law, the Company will prepare and timely file all Tax Returns with respect to Transfer Taxes. Purchaser will file any other Tax Return with respect to Transfer Taxes required to be filed by the Purchaser. The party that files such Tax Return (“Filing Party”) shall furnish to the other party (“Non-Filing Party”) a copy of any such Tax Return and a copy of a receipt showing payment of any such Transfer Taxes within ten (10) business days of availability of such receipt.

The Non-Filing Party shall pay to the Filing Party all Transfer Taxes that it owes pursuant to this Section 4.3 within five (5) business days of written demand from the Filing Party, provided that no payment shall be required more than three (3) days before the Transfer Tax is required to be paid.

1.4Tax Matters.

(a)Unless there has been a change in applicable Law after the date of this Agreement or a “determination” (as defined in Section 1313(a) of the Code) to the contrary, neither the Company nor Purchaser shall treat or report the Series A Preferred Stock as “preferred stock” for purposes of Section 305 of the Code.

(b)The Company shall engage an independent accounting firm or other valuation expert of recognized national standing in the United States, reasonably acceptable to Purchaser, to provide before closing an allocation of the investment among the instruments acquired. Such allocation as determined pursuant to this Section 4.4(b) shall be binding on the Company and Purchaser for all tax purposes.

(c)If, at any time during which any instruments issued in the Investment are owned by the Purchaser or one of its Affiliates, the Company reasonably expects that it will become a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code, the Company shall use commercially reasonable efforts to notify the Purchaser in writing of such expected change in tax status before such change in tax status occurs. Subject to 30-day notice by the Purchaser or its Affiliates, and if permitted by applicable Law, the Company acknowledges that the Purchaser and its Affiliates may request, and the Company shall provide within a reasonable period of time but no later than three business days before the date of any disposition by Purchaser or one of its Affiliates of any portion of the Investment, a duly executed statement, pursuant to Treasury regulations Sections 1.897-2(h) and 1.1445-2(c), which shall confirm that an interest in the Company is not and has not been a United States real property interest (within the meaning of Section 897(c) of the Code and Treasury regulations promulgated in connection therewith) because the Company is not, and has not been, a United States real property holding corporation (within the meaning of Section 897(c)(2) of the Code and the Treasury regulations promulgated in connection therewith) at any time during the applicable period specified by Section 897(c)(1)(A)(ii) of the Code ending on the date specified in the Purchaser’s request. Upon issuance of such statement, the Company acknowledges and agrees to submit a copy of the statement to the IRS, along with a duly executed notice pursuant to Treasury regulations Section 1.897-2(h)(2), and any supplemental statement required pursuant to Treasury regulations Section 1.897-2(h)(5), within 30 days after providing the statement to Purchaser or one of its Affiliates.

1.5Confidentiality.

(a)Purchaser agrees that it shall not disclose any Confidential Information to any person, except that Confidential Information may be disclosed:

(1)to Purchaser’s Representatives or to any financial institution providing credit to Purchaser, to any prospective transferee of Purchaser or to any investor or potential investor or partner of Purchaser or its Affiliates; provided that Purchaser shall be responsible for any use or disclosure of such Confidential Information by such persons that would constitute a breach of this Section 4.5(a) and that any such recipient of Confidential Information is subject to a customary confidentiality agreement (i) with confidentiality obligations no less restrictive than the Confidentiality Agreement, dated as of September 22, 2023, by and between Allianz X GmbH and the Company or (ii) in a form otherwise reasonably satisfactory to the Company in its sole discretion;

(2)to the extent required by applicable Law (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes to which Purchaser is subject) or regulatory authority or rating agency to which Purchaser or any of its Affiliates is subject or with which it has regular dealings; provided that Purchaser agrees to give the Company prompt notice of such request(s), to the extent practicable, so that the Company may seek an appropriate protective order or similar relief (and Purchaser shall reasonably cooperate with such efforts by the Company at the Company’s expense, and shall in any event make only the minimum disclosure required by such Law);

(3)if the prior written consent of the Company shall have been obtained;

(4)among the directors of the Company in their capacities as members of the Board of Directors;

(5)to any prospective Permitted Transferee (as that term is defined in the Investor Rights Agreement) of Purchaser and such prospective Permitted Transferees’ Representatives in connection with any proposed Transfer (as that term is defined in the Investor Rights Agreement) that complies with the provisions of the Investor Rights Agreement during any period of time that the Company is not subject to the reporting requirements of the Exchange Act; provided, however, that each such prospective Permitted Transferee has entered into a customary confidentiality agreement (i) with confidentiality obligations no less restrictive than the Confidentiality Agreement, dated as of September 22, 2023, by and between Allianz X GmbH and the Company or (ii) in a form otherwise reasonably satisfactory to the Company in its sole discretion; or

(6)to the extent related to the tax treatment and tax structure of the transactions contemplated by this Agreement; provided that the foregoing does not constitute an authorization to disclose the identity of any existing or future party to the transactions contemplated by this Agreement or their Affiliates or Representatives.

(b)“Confidential Information” means any information concerning the Company or any persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of the Company or any such persons (including any information regarding any transaction in which the Company or any Subsidiary is or proposes to be engaged, including any information with respect to any other party or proposed party to such transaction) in the possession of or furnished to Purchaser (including by virtue of its present or former right to designate a director) and the terms of this Agreement; provided that the term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by Purchaser or its Affiliates, directors, officers, employees, stockholders, investors, members, partners, agents, counsel, auditors, investment bankers, investment or financial advisers or other advisors or representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement, (ii) as shown by written records, was available to Purchaser on a non-confidential basis prior to its disclosure to Purchaser or its Representatives by the Company or (iii) becomes available to Purchaser on a non-confidential basis from a source other than the Company after the disclosure of such information to Purchaser or its Representatives by the Company, which source is (at the time of receipt of the relevant information) not bound by a confidentiality agreement with (or other confidentiality obligation to) the Company or another person or (iv) is independently developed by Purchaser without violating any confidentiality agreement with, or other obligation of secrecy to, the Company (and, in the case of any employee of the Company or any Subsidiary, not in connection with their duties as an employee).

1.6Company Opportunities.

(a)The Company understands that Purchaser and its Affiliates are or may become interested, directly or indirectly, in various other businesses and undertakings, some of which may be similar in nature to the business of the Company. The Company agrees that Purchaser and its Affiliates may engage in or possess an interest, directly or indirectly, in any business venture of any nature or description for their own account, independently or with others, and subject to Section 4.6(c) below, may do so without any accountability or any obligation to afford to the Company any opportunity to participate therein. In the event that Purchaser, any Purchaser Nominee and each of its and their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, none of Purchaser, any Purchaser Nominee and each of its and their respective Affiliates shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or to refrain from pursuing or acquiring such corporate opportunity for its own benefit, unless, with respect to a Purchaser Nominee only, failure to take such action, or refrain from doing so, as the case may be, would violate the Board of Directors’ fiduciary duties under applicable Law.

(b)None of Purchaser, any Purchaser Nominee and each of its and their respective Affiliates shall be liable, to the fullest extent permitted by law, to the Company or any of its Subsidiaries or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that Purchaser, the Purchaser Nominee and each of its and their respective Affiliates pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company, provided that, in the case of the Purchaser Nominee, such Purchaser Nominee has otherwise abided with the requirements of Section 4.6(c).

(c)Notwithstanding Section 4.6(a), if any Purchaser Nominee is presented with any potential transaction or corporate opportunity expressly in his or her capacity as a member of the Board of Directors (a “Company Opportunity”), then such Purchaser Nominee shall be required to first present such Company Opportunity to the Company prior to the Purchaser Nominee’s pursuit of, or investment in, such Company Opportunity, and shall not pursue such Company Opportunity unless and until declined by the Company.

1.7No Recourse. This Agreement may only be enforced against, and any Proceedings (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement or any Other Investment Agreement or the transactions contemplated hereby or thereby, or the negotiation, execution or performance of this Agreement or any Other Investment Agreement or the transactions contemplated hereby or thereby, may be made only against the entities that are expressly identified as the party or parties to such agreement(s). Except for in the case of Fraud, no person who is a past, present or future direct or indirect equityholder, director, officer, employee, incorporator, member, manager, partner, Affiliate, agent, attorney, financing source, assignee or representative of Purchaser or the Company or their respective Affiliates or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, partner, member, manager, Affiliate, agent, assignee or representative of Purchaser or the Company, as applicable, (respectively, “Purchaser Affiliates” and “Company Affiliates”) shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to the Company or Purchaser, as applicable, (or their respective Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or the transactions contemplated hereby, or for any claim based on, in respect of, or by reason of this Agreement or the transactions contemplated hereby, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, and, except for in the case of Fraud, the Company and Purchaser, as applicable, hereto irrevocably and unconditionally waive and release all such liabilities, claims and obligations against any such Purchaser Affiliates or Company Affiliates, as applicable.

1.8Form D. The Company agrees to timely file a Notice of Exempt Offerings of Securities on Form D with the SEC under Regulation D of the Securities Act with respect to the Securities and provide a copy thereof promptly upon request of Purchaser.

1.9Use of Proceeds. The Company shall only use the net proceeds from the sale of the Securities hereunder to fund strategic acquisitions by the Company and its Subsidiaries as approved by the Transaction Committee, to the extent required pursuant to the procedures in the Transaction Committee Charter.

1.1Termination.

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

(1)by mutual written agreement of the Company and Purchaser;

(2)by the Company or Purchaser, upon written notice to the other party, in the event that the Closing does not occur on or before August 22, 2024 (the “Termination Date”); provided, that if all of the conditions set forth in Section 1.2(d) shall have been satisfied (other than Section 1.2(d)(1)(B) and conditions that by their nature are to be satisfied at the Closing) or waived on or prior to such date, the Termination Date shall automatically extend until the date that is three (3) months following the initial Termination Date; provided, further, that the right to terminate this Agreement pursuant to this Section 5.1(a)(2) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(3)by either the Company or Purchaser (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained herein) if there shall have been a material breach of any of the obligations, covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of the Company, in the case of a termination by Purchaser, or Purchaser in the case of a termination by the Company, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 1.2(d)(2), in the case of a termination by Purchaser, or Section 1.2(d)(3)(A) and Section 1.2(d)(3)(B), in the case of a termination by the Company, as the case may be, and which is not cured within the earlier of the Termination Date and thirty (30) days following written notice by the terminating party, or by its nature or timing cannot be cured during such period; or

(4)by the Company or Purchaser, upon written notice to the other parties, in the event that any Governmental Entity shall have issued any Order or taken any other action restraining, enjoining or prohibiting any of the transactions contemplated by this Agreement, and such Order or other action shall have become final and non-appealable.

1.2Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than this Section 5.2 and Article VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of any party hereto; provided that nothing herein shall relieve any party from liability for intentional breach of this Agreement or for Fraud by such party occurring prior to such termination.

1.1Survival. Each of the representations and warranties set forth in this Agreement shall survive the Closing under this Agreement but only for a period of fifteen (15) months following the Closing Date (or until final resolution of any claim or action arising from the breach of any such representation and warranty, if notice of such breach was provided prior to the end of such period) and thereafter shall expire and have no further force and effect, including in respect of Section 4.2; provided, however, that the Company Fundamental Representations shall survive until the date that is sixty (60) days following expiration of the applicable statute of limitations. The covenants set forth in Section 3.2, Section 3.3 and Section 3.4 shall survive until the date that is one hundred eighty (180) days following the Closing and, except as otherwise provided herein, all other covenants and agreements contained herein, other than those which by their terms are to be performed in whole or in part after the Closing Date, shall terminate as of the Closing Date.

1.2Expenses. Each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement.

1.3Amendment; Waiver. No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing and signed by an officer of a duly authorized representative of such party, and, in the case of a waiver, such writing must make express reference to the provision or provisions subject to such waiver. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The conditions to each party’s obligation to consummate the Closing are for the sole benefit of such party and may be waived by such party, in whole or in part, to the extent permitted by applicable Law. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

1.4Counterparts. This Agreement may be executed in counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

1.5Governing Law.

(a)This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of Law.

(b)Each party agrees that it will bring any Proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such Proceeding will be effective if notice is given in accordance with Section 6.7.

1.6WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.6.

1.7Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or if by email, upon confirmation of receipt, (b) on the first business day following the date of dispatch if delivered utilizing a next-day service by a

recognized next-day courier, or (c) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

with a copy (which copy alone will not constitute notice) to:

AlTi Global, Inc.
Attn: Colleen Graham, General Counsel
520 Madison Avenue, 26th Floor
New York, New York 10022
Email:colleen.graham@alti-global.com

If to Purchaser:

Allianz Strategic Investments S.à.r.l.
Attn: Lars Junkermann, Stefan Nelkel
2A, rue Albert Borschette
L-1246 Luxembourg, Grand Duchy of Luxembourg
Email: lars.junkermann@allianzinvestments.lu, stefan.nelkel@allianzinvestments.lu

with a copy (which copy alone will not constitute notice) to:

Allianz X GmbH
Attn: Dr. Nazim Cetin, Dr. Jonathan Wennekers
Leopoldstr. 28A
80802 Munich, Germany
Email: nazim.cetin@allianz.com, jonathan.wennekers@allianz.com

and

Allianz X North America LLC
Attn: Alexander de Kegel
1633 Broadway, 42nd Floor
New York, NY 10019
Email: alexander.de-kegel@allianz.com

1.8Entire Agreement, Etc. (a) This Agreement, the Investor Rights Agreement, the Other Investment Agreement and the Supplemental Investment Agreement (including the Exhibits, Schedules and Disclosure Schedules hereto and thereto) constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of Law or otherwise, and any attempted assignment in contravention hereof being null and void; provided that Purchaser may assign its rights and obligations under this Agreement to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “Purchaser”); provided, further, that no such assignment shall relieve Purchaser of its obligations hereunder.

1.9Interpretation; Other Definitions. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules to this Agreement. The rule known as the ejusdem generis rule shall not apply to this Agreement, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Whenever this Agreement states that documents or other information have been “made available” or “provided to” the Purchaser, such words shall mean that such documents or information referenced are Previously Disclosed or have been posted in the virtual data room hosted by SafeLink titled “AlTi Global - Allianz” at least three (3) days prior to the date hereof. Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. In addition, the following terms are ascribed the following meanings:

(a)the term “Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such person, whether through the ownership of voting securities by contract or otherwise;

(b)the word “or” is not exclusive;

(c)the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”;

(d)the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;

(e)“business day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York or in Munich, Germany are authorized or required by Law or other governmental action to close;

(f)“person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act;

(g)to the “knowledge of the Company” or “Company’s knowledge” means the actual knowledge after due inquiry of the persons set forth on Section 6.9(g) of the Company Disclosure Schedules;

(h)currency amounts referenced herein are in U.S. Dollars;

(i)any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement;

(j)all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and

(k)any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein.

1.10Captions. The article, section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof.

1.11Severability. If any provision of this Agreement or the application thereof to any person (including the officers and directors of the parties hereto) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

1.12No Third-Party Beneficiaries. Except as otherwise provided herein, nothing contained in this Agreement, expressed or implied, is intended to confer upon any person other than the parties hereto any benefit right or remedies, except that the provisions of Section 4.2 shall inure to the benefit of the persons referred to in that Section 4.2.

1.13Public Announcements. Each of the parties agrees that no public release or announcement or statement concerning this Agreement or the transactions contemplated hereby shall be issued by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (i) as required by applicable Law or the rules or regulations of any applicable Governmental Entity or stock exchange to which the relevant party is subject, in which case the party required to make the release or announcement shall consult with the other party about, and allow the other party reasonable time to comment on, such release or announcement in advance of such issuance or (ii) for such releases, announcements or statements that are consistent with other such releases, announcements or statements made after the date of this Agreement in compliance with this Section 6.13. The Company or Purchaser, as applicable, shall not issue a public release or announcement or statement, or otherwise issue any communication, which includes Purchaser’s or the Company’s, as applicable, name or any of their respective Trademarks without the prior written consent of Purchaser or the Company, as applicable, except as required by applicable Law or the rules or regulations of any applicable Governmental Entity or stock exchange to which Purchaser or the Company, as applicable, is subject, in which case Purchaser or the Company, as applicable, shall consult with Purchaser or the Company, as applicable about, and allow Purchaser or the Company, as applicable, reasonable time to comment on, such release or announcement in advance of such issuance.

1.14Specific 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. It is accordingly agreed that the parties shall be entitled to specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at Law or equity. Each party further waives any (a) defense in any Proceeding for specific performance that a remedy at Law would be adequate and (b) requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

By:    /s/ Jens Reinig    
Name: Jens Reinig
Title: Director

By: /s/ Stefan Nelkel Name: Stefan Nelkel Title: Director Amended and Restated Certificate of Incorporation 5

20% Approval    50

Advisory Agreement    35

Affiliate    64

Agreement    1

Applicable Proxy Statement    50

Authorized Preferred Stock    9

BD Compliance Policies    38

Blue Sky Laws    12

Board Actions    6

Board of Directors    11

Brokerage Services    38

Broker-Dealer    37

Broker-Dealer Entity    37

business day    64

Business Systems    23

CEA    39

CFTC    39

Chosen Courts    61

Class A Common Stock    1

Class A Common Stock Price Per Share    2

Class B Common Stock    9

Clients    35

Closing    2

Closing Date    3

Code    18

Collateral Source    54

Company    1, 7

Company Affiliates    58

Company Board Recommendation    50

Company Disclosure Schedule    7

Company Fundamental Representations    4

Company Governmental Agreement    21

Company Material Contracts    27

Company Non-U.S. RIA Entities    32

Company Opportunity    58

Company Permits    13

Company Plan    17

Company Registered IP    22

Company Reports    14

Company RIA Entities    32

Company U.S. RIA Entities    32

Company’s knowledge    64

Company-Owned IP    22

Confidential Information    57

control    64

controlled by    64

Copyrights    22

De Minimis Claim    53

DGCL    50

Disabling Devices    24

Disqualification Event    43

ERISA    18

ERISA Affiliate    18

Exchange Act    12

Exempt CPO/CTA Entities    39

FCM    40

Filing Party    55

FINRA    37

Fraud    54

Fund    35

GAAP    7

Governmental Entity    3

Indemnified Party    52

Indemnifying Party    52

Initial Proxy Statement    50

Institutional Accredited Investor    16

Insurance Policies    29

Intellectual Property    22

Investment    1

Investment Advisers Act    35

Investment Advisory Services    35

Investment Company Act    34

Investor Rights Agreement    1

IRS    19

knowledge of the Company    64

Law    3

Leased Real Property    21

Leases    21

Liens    10

Losses    51

Material Adverse Effect    7

Money Laundering    31

NFA    39

Non-Filing Party    55

Order    3

Organizational Documents    9

Other Investment Agreement    1

Other Investor    1

Patents    22

Permitted Liens    11

person    64

Personal Information    24

Preferred Stock Price Per Share    2

Previously Disclosed    7

Prior Audited Financial Statements    14

Privacy and Data Security Laws    24

Privacy and Data Security Requirements    24

Proceedings    14

Purchase Price    2

Purchased Stock    1

Purchaser    1

Purchaser Affiliates    58

Registered Fund    34

Remedies Exceptions    11

Representatives    57

Restricted Person    31

Rule 506(d) Related Party    43

Sanctioned Country    31

Sanctions Authority    31

Sanctions Laws    31

SEC    12

Securities    1

Securities Act    12

Series A Preferred Stock    1

Shares    9

Software    22

Stockholder Proposals    50

Subsidiary    8

Supplemental Investment Agreement    2

Takeover Statute    27

Tax    26

Tax Return    27

Taxes    26

Termination Date    59

Threshold Amount    53

Trade Secrets    22

Trademarks    22

Transaction Committee    6

Transaction Committee Charter    6

Transfer Taxes    55

under common control with    64

Voting Agreements    1

Warrant    1

(i)This Transaction Committee Charter was adopted by the Board of Directors of AlTi Global, Inc. on [●], 2024.

I.General Statement of Purpose

The purposes of the Transaction Committee of the Board of Directors (the “Committee”) of AlTi Global, Inc. (the “Company”) are to assist the Board of Directors (the “Board”) in reviewing and assessing all proposals, plans or recommendations by the Company’s management with respect to any (i) potential or proposed merger, acquisition, investment (including minority investments and investments into any funds), (ii) material asset purchase (including the hiring of groups of key employees of target businesses in lieu of acquiring legal entities or property) (with such threshold of “material” as determined by the Committee from time to time), (iii) divestiture or disposition of a material asset or a material portion of any business (with such threshold of “material” as determined by the Committee from time to time), and (iv) financing of any of the foregoing, including, for the avoidance of doubt, any Transaction (as that term is defined in the Capital Allocation & Joint Venture Committee Charter) recommended by the Capital Allocation & Joint Venture Committee of the Company (each, a “Transaction Proposal”). Any Transaction Proposal of the Company must be submitted by the Company’s management to the Committee prior to being pursued. Additionally, the Committee shall have the right to review and assess any proposals or recommendations by the Company’s management to hire certain advisors, as described in Section IV.C. Notwithstanding the foregoing, (a) any merger or consolidation of the Company with or into another person or entity, a merger or consolidation of another person or entity with or into the Company or the sale, transfer, or lease of all or substantially all of the assets of the Company, any recapitalization or reclassification of the Company or any other transaction that would result in a change of control of the Company and (b) any employment or staffing decisions made in the ordinary course of business that do not result in (1) the expansion of the Company’s existing business into new business lines or products or (2) the expansion of the Company’s current geographic operations into new geographic markets subject to regulatory regimes to which the Company is not already subject, including the solicitation and hiring or termination of employees or any retention arrangements, are not subject to the review of the Committee.

II.Composition

A.Voting Members.

The Committee shall have four (4) voting members, comprising: (1) the Chief Executive Officer (“CEO”) of the Company, so long as such CEO is a Director, (2) an Investor Designee (as that term is defined in the Investor Rights Agreement, dated as of [●], 2024, by and between the Company and Allianz Strategic Investments S.à.r.l. (the “Investor”)) for so long as the Investor is permitted to designate at least one Investor Designee on the Board, (3) the Shareholder Designee (as that term is defined in the Investor Rights Agreement dated as of January 3, 2023, by and between Cartesian Growth Corporation and IlWaddi Cayman Holdings (“IlWaddi”)) for so long as IlWaddi is permitted to designate at least one Shareholder Designee on the Board and (4) the Chairperson of the Audit, Finance and Risk Committee of the Board.

Each member of the Committee shall serve for such term or until earlier resignation, removal, or death. In the case of the Investor Designee and Shareholder Designee such member of the Committee may be replaced or removed by its designating party with or without cause. Resignation or removal of a Director from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from the Committee. Vacancies, for whatever reason, may be filled only by the Board; provided, however, that in the case of a vacancy of an Investor Designee and the Shareholder Designee, such vacancy must be filled, to the extent possible, by an alternative Investor Designee or Shareholder Designee, respectively. The Board shall designate one member of the Committee to be Chair (the “Chair”) of the Committee.

Any member of the Committee shall abstain from voting on any Transaction Proposal in which he or she, or, in the case of (x) the Investor Designee, the Investor or (y) the Shareholder Designee, IlWaddi has a conflict of interest.

B.Non-Voting Observers:

In addition to the voting members, CWC AlTi Investor LLC (“CWC”) for so long as CWC is permitted, pursuant to the Investment Agreement, dated as of February 21, 2024, by and between CWC and the Company, to designate a non-voting observer to the Committee shall be permitted to designate one (1) non-voting observer to attend any meetings of the Committee (each an “Observer”).

The Observer may be replaced or removed by its designating party with or without cause. Resignation or removal of a Director or observer from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, as an Observer.

The Chair shall furnish, or cause to be furnished, to each Observer (a) notice of Committee meetings no later than, and using the same form of communication as, notice of Committee meetings are furnished to the members, and (b) copies of the materials with respect to meetings of the Committee which are furnished to Committee members no later than such materials are furnished to such members; provided that failure to deliver notice or materials to an Observer in connection with such Observer’s right to attend and/or review materials with respect to any Committee meeting shall not impair the validity of any action taken by the Committee at such meeting. Notwithstanding the foregoing, the Committee reserves the right to exclude any Observer from access to any materials provided to the Committee members or meeting or portion thereof if the Committee believes that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information, to comply with regulatory restrictions, or otherwise to prevent any material harm or detriment to the Company.

For the avoidance of doubt, the Observers shall not count for purposes of determining a quorum and shall not vote on any matter presented to the Committee.

III.    Meetings

The Committee shall meet on an ad hoc basis and will endeavor to meet within five (5) business days of receipt of a Transaction Proposal. The Committee can meet in person or by video or telephone conference or such other means by which all participants in the meeting can hear each other.

A majority of the members of the Committee shall constitute a quorum for purposes of holding a meeting and the Committee may act by vote of a majority of members present at a meeting, subject to the limitations set forth in Section IV.D, as applicable. The Committee may act by unanimous written consent (which may be communicated by email) in lieu of a meeting. The Chair, in consultation with the other members and management, shall set meeting agendas consistent with this Committee Charter (the “Charter”). The Committee will keep adequate minutes of its meetings and proceedings and records of unanimous written consents, and will report on its activities and actions at the subsequent regular Board meeting.

IV.Responsibilities and Authority

A.Review of Charter. The Committee shall review and reassess the adequacy of this Charter annually and submit any proposed amendments or modifications to the Board for approval; provided, however, than any such amendment is contingent upon the approval of the Investor Designee for so long as the Investor is permitted to designate at least one Investor Designee.

B.Annual Performance Evaluation of the Committee. At least annually, the Committee shall evaluate its own performance and report the results of such evaluation to the Board.

C.Advisor Engagement Proposal. The Committee shall have the right to review and, by majority vote or unanimous written consent, approve any proposal from the Company’s management to (i) hire any legal, financial, accounting, commercial and other professional advisors on behalf of the Company to advise on or otherwise diligence the transactions described in any Transaction Proposal or (ii) otherwise incur external expenses or costs with respect to the transactions described in any Transaction Proposal (each, an “Advisor Engagement Proposal”).

D.Matters Relating to Transaction Proposals:

1.This Charter contemplates five stages in Transaction Proposal activity: (i) initial engagement and exploratory discussions; (ii) valuation discussions; (iii) execution of a non-binding letter of intent, term sheet or the like; (iv) execution of a binding letter of intent, term sheet or the like, a binding offer or definitive agreements; and (v) integration and performance of consummated transactions. The Company’s management shall, subject to Section IV.C, have the authority to engage in initial engagement and exploratory discussions for any Transaction Proposal and shall report these discussions to the Committee as discussions progress to a point where a Transaction Proposal appears to be a reasonable possibility. Additionally, the Company’s management shall, subject to Section IV.C, have the authority to engage in non-binding valuation discussions with the relevant counterparty in respect of any Transaction Proposal. Prior to the execution of any (i) non-binding letter of intent, term sheet or the like and (ii) any binding letter of intent, term sheet or the like, any binding offer, or any definitive agreements with regard to any Transaction Proposal, the Company’s management shall submit such Transaction Proposal to the Committee for approval. Together with the submission of any Transaction Proposal to the Committee, the Company’s management shall, subject to Section IV.C, provide the Committee with a written short-form analysis describing all relevant key considerations of the legal, compliance, risk management, treasury, accounting, tax, strategy and information technology and cybersecurity department with respect to such Transaction Proposal in a form reasonably acceptable to the Committee (each, a “Transaction Analysis”). The Company’s management may, to the extent reasonably practicable, submit to the Committee an Advisor Engagement Proposal together with a Transaction Proposal to enter into non-binding term sheets, letters of intent or the like as a combined proposal which shall be subject to the Committee’s approval in accordance with this Section D only.

2.In order for the Company’s management to proceed with implementing, executing, or otherwise pursuing execution of (i) non-binding letters of intent, term sheets or the like and (ii) binding term sheets, letters of intent, commitment letters, binding offers or definitive transaction or financing agreements with regard to any Transaction Proposal, the following approvals from the Transaction Committee must be received following receipt by the Committee of the relevant Transaction Analysis:

a.In the case of a Transaction Proposal with a total consideration or equity value equal to or greater than $175,000,000, a minimum of three members of the Committee including the Investor Designee must vote in favor of such Transaction Proposal;

b.In the case of a Transaction Proposal with a total consideration or equity value less than $175,000,000 but equal to or greater than $10,000,000, a minimum of any three members of the Committee must vote in favor of the Transaction Proposal; and

c.In the case of one or more Transaction Proposal(s) with a total consideration or equity value of less than $10,000,000 per annum, the Committee shall be informed of the Transaction Proposal and each member of the Committee shall have a two business day period in which to request that the Transaction Proposal be put to a vote of the Committee. If the Transaction Proposal is put to a vote of the Committee, a minimum of any three members of the Committee must vote in favor of the proposal. If no such request is made within the two business day period, no approval from the Committee is required.

3.Notwithstanding the approvals required in Section IV.D.(2)(a) above, in the event the Investor Designee is required to abstain from the deliberations of the Committee pursuant to Section II.A above, such Transaction Proposal shall not be submitted to the Committee and shall be submitted to the full Board for approval.

4.To the extent the Committee has voted in favor of a Transaction Proposal, such Transaction Proposal shall be submitted to the Board for further consideration in accordance with the Board’s policies, practices and directions. Approval of a Transaction Proposal by the Committee shall be deemed a recommendation from the Committee that the Board approve such Transaction Proposal. For the avoidance of doubt, to the extent the Committee votes against a Transaction Proposal, such Transaction Proposal shall not be submitted to the Board for further consideration.

5.Following receipt of the requisite Committee approval, the Company’s management may determine not to pursue any such Transaction Proposal with notice and authorization by the Board (if the Board has authorized the transaction); provided, that in the event of any material changes to such Transaction Proposal, the requisite Committee approval as described in Section IV.D.(2) must be sought again prior to implementation of such revised Transaction Proposal.

6.Following the consummation of a Transaction Proposal, the Committee shall monitor, review, and evaluate the performance of any consummated Transaction Proposal with the Company’s management, as applicable, and assess the relative success of the transaction.

7.The thresholds set forth in Section IV.D.(2) shall be reviewed and reassessed by the Board at least annually commencing July 1, 2025. The Board may amend this Charter, including the thresholds set forth in Section IV.D.(2); provided, however, than any such amendment is contingent upon the approval of the Investor Designee for so long as the Investor is permitted to designate at least one Investor Designee.

E.General:

1.The Committee may establish and, by its unanimous approval, delegate authority to one or more subcommittees consisting of one or more of its members to carry out its responsibilities, to the extent this is consistent with the Company’s Governing Documents and any applicable law.

2.The Committee shall make regular reports to the Board on matters for which it has responsibility.

3.In carrying out its responsibilities, the Committee shall be entitled to rely on advice and information it receives from the Company’s management and any experts, advisors and professionals with whom it may consult.

4.The Committee shall have the authority to request that any officer or employee of the Company, the Company’s outside legal counsel, the Company’s independent auditor or any other professional retained by the Company meet with the Committee or its members or advisors.

5.The Committee may provide the Board with such additional information and material as it may deem necessary to make the Board aware of any Transaction Proposal that requires the attention of the Board.

6.The Committee may perform such other functions the Board may request from time to time.

7.The Committee may delegate its authority to the Chair when the Committee deems such delegation appropriate and in the best interests of the Company.

Notwithstanding the foregoing, nothing in this Charter or in any Board-adopted resolution or policy related to this Committee’s duties or actions shall modify any duty expressly reserved for the Board under the Company’s incorporation documents, bylaws, charters of other Board committees or under any applicable law.

SUPPLEMENTAL SERIES A PREFERRED STOCK INVESTMENT AGREEMENT, dated as of February 22, 2024 (this “Agreement”), by and between AlTi Global, Inc., a Delaware corporation (the “Company”), and Allianz Strategic Investments S.à.r.l., a Luxembourg private limited liability company (“Purchaser”).

A.    Investment Agreement. The Company is simultaneously entering into certain other agreements with Purchaser on the date hereof, including a separate investment agreement with Purchaser (the “Investment Agreement”) with respect to the sale and issuance of certain (i) shares of newly issued Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and (ii) shares of newly issued Series A convertible preferred stock of the Company, par value $0.0001 per share (the “Series A Preferred Stock”). In connection with the transactions thereunder, the Company further intends to issue to Purchaser a warrant to purchase 5,000,000 shares of Class A Common Stock or shares of Non-Voting Class C Common Stock (as defined therein), all as described therein. Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Investment Agreement.

B.     Supplemental Investment. For purposes of funding one or more strategic international acquisitions by the Company or its Subsidiaries (each, a “Strategic Transaction”), the Company has authorized the additional sale and issuance of up to 50,000 shares of its Series A Preferred Stock pursuant to this Agreement, which the Company desires to issue and sell to Purchaser on the terms and conditions herein and which Purchaser may purchase on the terms and conditions set forth herein.

1.1Purchase.

(a)On the terms and subject to the conditions set forth herein, Purchaser may, at its option (which such option shall be offered before the Company seeks alternative external financing), purchase in one or more transactions from the Company (each, a “Series A Purchase”), and should Purchaser exercise any such option, the Company will sell to Purchaser, free and clear of any Liens (other than restrictions on transfer under (i) federal and state securities Laws or (ii) the Investor Rights Agreement), up to 50,000 shares of Series A Preferred Stock at a purchase price of $1,000 per share (the “Series A Preferred Stock Price Per Share”). The aggregate cash amount equal to the sum of the Series A Preferred Stock Price Per Share multiplied by the number of shares of Series A Preferred Stock which Purchaser may, at its option, purchase hereunder shall be referred to in this Agreement as the “Total Purchase Price”, which such Total Purchase Price shall be equal to $50,000,000.00. The cash amount equal to the sum of the Series A Preferred Stock Price per share multiplied by the number of shares of Series A Preferred Stock which Purchaser purchases in each Series A Purchase shall be referred to in this Agreement, in each instance, as a “Per Transaction Purchase Price”.

(b)Prior to each Series A Purchase, the Company shall deliver to Purchaser a Transaction Analysis (as that term is defined in Exhibit C of the Investment Agreement) to fund a Strategic Transaction. Within three (3) Business Days of receipt of each such Transaction Analysis, Purchaser shall (i) consider such Transaction Analysis in good faith, (ii) determine, in its sole discretion, whether it shall initiate a Series A Purchase to fund such Strategic Transaction and (iii) provide written notice to the Company of its determination (in the event that such written notice is a determination to initiate a Series A Purchase, such written notice shall be deemed a “Transaction Notice”). Upon receipt of such Transaction Notice, the Company shall submit written notice to Purchaser in the form attached hereto as Exhibit A (a “Drawdown Notice”) specifying (i) the Per Transaction Purchase Price, which amount Purchaser shall remit to the Company by wire transfer in immediately available funds upon the applicable Closing (as defined herein), (ii) the number of shares of Series A Preferred Stock to be issued to Purchaser upon the applicable Closing and (iii) the account or accounts to which the Per Transaction Purchase Price shall be delivered.

1.2Closing.

(a)Subject to the terms and conditions of this Agreement, the closing of each applicable Series A Purchase (each, a “Closing”) will occur, in each instance, (i) by electronic exchange of documents at 10:00 a.m., New York City time, on a date which shall be no later than five (5) Business Days after the later to occur of (x) receipt by Purchaser of the Drawdown Notice and (y) the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Section 1.2(c) hereof (other than those conditions that by their nature can only be satisfied at such Closing, but subject to the satisfaction or waiver thereof); or (ii) at such other date, time or place as Purchaser and the Company may mutually agree in writing after all of such conditions have been satisfied or waived (other than those conditions that by their nature can only be satisfied at such Closing, but subject to the satisfaction or waiver thereof). The date on which each such Closing occurs is referred to in this Agreement as a “Closing Date.”

(b)Subject to the satisfaction or waiver on the applicable Closing Date of the applicable conditions to the applicable Closing in Section 1.2(c), at such Closing:

(1)The Company will deliver to Purchaser book-entry evidence in a form reasonably acceptable to Purchaser representing the shares of Series A Preferred Stock specified in the Drawdown Notice and the registration of such shares of Series A Preferred Stock in the name of Purchaser or Purchaser’s nominee, to the extent reasonably acceptable to the Company; and

(2)Purchaser will deliver to the Company the Per Transaction Purchase Price, by wire transfer of immediately available funds to the account or accounts previously designated by the Company to Purchaser in the Drawdown Notice.

(c)Closing Conditions.

(1)The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect each Closing is subject to the fulfillment or written waiver by Purchaser and the Company prior to such Closing of each of the conditions set forth in Section 1.2(d)(1) of the Investment Agreement.

(2)The obligation of Purchaser to consummate a Series A Purchase at any Closing is also subject to the fulfillment or written waiver by Purchaser prior to each such Closing of each of the following conditions:

(A)the Company shall have performed and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to such Closing;

(B)Purchaser and the Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of Series A Purchase (including any applicable expiration or termination of any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”, to the extent applicable) except as may be properly obtained subsequent to the applicable Closing;

(C)the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(c) of the Investment Agreement, which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the applicable Closing Date as though made on and as of the applicable Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in the Investment Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on the Company;

(D)Purchaser shall have received a certificate, dated as of the applicable Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(c)(2)(A) and Section 1.2(c)(2)(C) have been satisfied;

(E)Purchaser shall have received a certificate of the Secretary of the Company, dated as of the applicable Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the issuance of the Series A Preferred Stock pursuant to such Series A Purchase, together with the Certificate of Designations for the Series A Preferred Stock, in substantially the form attached to the Investment Agreement as Exhibit D thereto, and, solely in the case of the first Series A Purchase, (b) certifying as to the signatures and authority of persons signing this Agreement and any other documents or instruments to be delivered pursuant hereto;

(F)since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect on the Company;

(G)the Investor Rights Agreement, dated as of the date hereof (the “Investor Rights Agreement”) by and between the Company and Purchaser, shall be in full force and effect; and

(H)prior to each such Series A Purchase, the Transaction Committee of the Company and, to the extent required pursuant to the Company’s corporate governance and policies, the Board of Directors of the Company shall have approved the applicable proposed Strategic Transaction.

(3)The obligation of the Company to effect each Closing is subject to the fulfillment or written waiver by the Company prior to such Closing of the following additional conditions:

(A)Purchaser shall have performed and complied in all material respects all obligations required to be performed by it at or prior to such Closing;

(B)Purchaser and the Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of Series A Purchase (including any applicable expiration or termination of any waiting period (and any extension thereof) under the HSR Act (to the extent applicable) except as may be properly obtained subsequent to the applicable Closing;

(C)the representations and warranties of Purchaser in the Investment Agreement shall be true and correct in all material respects as of the date of this Agreement and as of such Closing without giving effect to any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of the Investment Agreement or some other date will be true and correct as of such other date;

(D)the Company shall have received a certificate signed on behalf of Purchaser by an authorized signatory certifying to the effect that the conditions set forth in Section 1.2(c)(3)(A) and Section 1.2(c)(3)(C) have been satisfied; and

(E)solely in the case of the first Series A Purchase, the Company shall have received a certificate of an authorized signatory of Purchaser, dated as of the applicable Closing Date, certifying as to the signatures and authority of persons signing this Agreement and any other documents or instruments to be delivered pursuant hereto.

1.1Representations and Warranties of the Company. Subject to Section 2.1 of the Investment Agreement and except as set forth on a Schedule of Exceptions attached hereto as Exhibit B (which may be updated time to time and delivered to the Purchaser at least two (2) Business Days prior to the applicable Closing Date), the Company hereby represents and warrants to Purchaser as of the date of this Agreement and as of applicable Closing Date the same representations and warranties specified in Section 2.2 of the Investment Agreement.

1.2Representations and Warranties of Purchaser. Except as set forth on a Schedule of Exceptions attached hereto as Exhibit C (which may be updated time to time and delivered to the Company at least two (2) Business Days prior to the applicable Closing Date), Purchaser hereby represents and warrants to the Company as of the date of this Agreement and as of applicable Closing Date the same representations and warranties specified in Section 2.3 of the Investment Agreement.

ARTICLE III

COVENANTS AND ADDITIONAL AGREEMENTS

1.1Use of Proceeds. The Company shall only use, and shall cause its Subsidiaries to only use, the net proceeds from the sale of the Series A Preferred Stock in each Series A Purchase to fund one or more Strategic Transactions, as described in the relevant Transaction Analysis provided to the Transaction Committee of the Company pursuant to Exhibit C to the Investment Agreement.

1.2Certain Covenants. The terms of Section 3.2 (Reasonable Best Efforts), Section 4.3 (Transfer Taxes), Section 4.4. (Tax Matters), Section 4.5 (Confidentiality), Section 4.7 (No Recourse) and Section 4.8 (Form D) of the Investment Agreement shall apply to this Agreement mutatis mutandis.

ARTICLE IV

TERMINATION

1.1Termination.

(a)This Agreement shall terminate upon the fifth (5th) anniversary of the date hereof (the “Expiration Date”); provided that the Company and Purchaser may mutually agree to extend such Expiration Date.

(b)This Agreement may be terminated prior to the Closing:

(1)by mutual written agreement of the Company and Purchaser;

(2)by either the Company or Purchaser (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained herein) if there shall have been a material breach of any of the obligations, covenants or agreements or any of the representations or warranties set forth in this Agreement or the Investment Agreement on the part of the Company, in the case of a termination by Purchaser, or Purchaser in the case of a termination by the Company, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on a Closing Date, the failure of a condition set forth in Section 1.2(c)(2), in the case of a termination by Purchaser, or Section 1.2(c)(3)(A) and Section 1.2(c)(3)(C), in the case of a termination by the Company, as the case may be, and which is not cured within the earlier of the Termination Date and thirty (30) days following written notice by the terminating party, or by its nature or timing cannot be cured during such period; or

(3)by the Company or Purchaser, upon written notice to the other parties, in the event that any Governmental Entity shall have issued any Order or taken any other action restraining, enjoining or prohibiting any of the transactions contemplated by this Agreement, and such Order or other action shall have become final and non-appealable.

1.2Effects of Termination. In the event of any termination of this Agreement as provided in Section 4.1, this Agreement (other than this Section 4.2 and Article V, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of any party hereto; provided that nothing herein shall relieve any party from liability for intentional breach of this Agreement or for Fraud by such party occurring prior to such termination.

ARTICLE V

MISCELLANEOUS

1.1Certain Covenants. The terms of Section 6.1 (Survival), Section 6.2 (Expenses), Section 6.3 (Amendment; Waiver), Section 6.4 (Counterparts), Section 6.5 (Governing Law), Section 6.6 (Waiver of Jury Trial), Section 6.7 (Notices), Section 6.8 (Entire Agreement, Etc.), Section 6.9 (Interpretation; Other Definitions), Section 6.10 (Captions), Section 6.11 (Severability), Section 6.12 (No Third-Party Beneficiaries), Section 6.13 (Public Announcements) and Section 6.14 (Specific Performance) of the Investment Agreement shall apply to this Agreement mutatis mutandis.

By:/s/ Jens Reinig    
Name: Jens Reinig
Title: Director
Tax ID:
Domicile/Principal Place of Business:

By:    /s/ Stefan Nelkel    
Name: Stefan Nelkel
Title: Director
Tax ID:
Domicile/Principal Place of Business:

1.This Drawdown Notice is delivered to you pursuant to Section 1.1(b) of the Supplemental Investment Agreement, by and between AlTi Global, Inc. and Allianz Strategic Investments S.à.r.l., dated as of February 22, 2024. All defined terms set forth in this Drawdown Notice shall have the respective meanings set forth in the Supplemental Series A Preferred Stock Investment Agreement.

2.In connection with Purchaser’s exercise of its option to initiate a Series A Purchase pursuant to the Transaction Notice dated as of [●], 202[●], we hereby provide the following information:

a.Per Transaction Purchase Price:             $[ ]

b.Number of Shares of Series A Preferred Stock:     $[ ]

c.Company Account Information:              [         ]

Page

THIS INVESTOR RIGHTS AGREEMENT, dated as of [], 2024, is entered into between AlTi Global, Inc., a Delaware Corporation (the “Company”), and Allianz Strategic Investments S.à.r.l., a Luxembourg private limited liability company (the “Holder”).

WHEREAS, the Holder has entered into that certain Investment Agreement, dated as of February 22, 2024, between the Company and the Holder (the “Investment Agreement”), in connection with a sale by the Company of (i) shares of newly issued Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and (ii) shares of newly issued Series A convertible preferred stock of the Company, par value $0.0001 per share (the “Series A Preferred Stock” and, together with the Class A Common Stock, the “Shares”, and such offering, the “Offering”), pursuant to which the Holder will purchase the Shares from the Company on the terms and conditions set forth therein;

WHEREAS, in connection with the transactions contemplated under the Investment Agreement, the Company shall issue to the Holder a warrant (the “Warrants”) to purchase shares of Class A Common stock or Non-Voting Stock (as defined below);

WHEREAS, in connection with the transactions contemplated under the Investment Agreement, the Company and the Holder are entering into a supplemental investment agreement, whereby the Holder may, at its option, purchase in one or more transactions from the Company certain additional shares of Series A Preferred Stock (the “Additional Shares”) in order to fund certain strategic acquisitions of the Company or its Subsidiaries, pursuant to the terms specified therein; and

WHEREAS, the Company and the Holder wish to provide for certain matters relating to the Holder’s holdings of Shares and Warrants.

“Affiliate” of any particular person means any other person that directly or through one or more intermediaries is controlling, controlled by or under common control with such particular person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a person whether through the ownership of voting securities, contract or otherwise. For purposes of this Agreement, the Company shall not be deemed an Affiliate of any Stockholder, no Stockholder shall be an Affiliate of any other Stockholder, and no Stockholder shall be an Affiliate of the Company or any of the Company’s Subsidiaries, in each case, solely by reason of any investment in the Corporation.

“Allianz Parent” means Allianz SE, a European Company (Societas Europaea) organized under the laws of the Federal Republic of Germany.

“beneficial owner” and “beneficial ownership” means beneficial ownership within the meaning of Section 13(d) of the Exchange Act. The terms “beneficial owner,” “beneficially own,” “beneficially owned” and “beneficially owning” shall have correlative meanings. For purposes of determining beneficial ownership, shares of Class A Common Stock into which shares of any class or series of Series A Preferred Stock may be convertible, irrespective of any condition to such conversion set forth in the preferred stock designations that may be in effect, if any, shall be deemed beneficially owned by the holder of such share of Series A Preferred Stock.

“Business Day” means any day, except Saturday, Sunday and any day that shall be a legal holiday or a day on which banking institutions in the State of New York, in Munich, Germany or in Luxembourg, Grand Duchy of Luxembourg are authorized or required by Law or other governmental action to close.

“CFC Tax Responsibility” has the meaning given to that term in Section 6.2(b).

“Charter Amendment” means an amendment to the Corporation’s Certificate of Incorporation to authorize and designate a new class of non-voting common stock titled “Class C Non-Voting Common Stock,” to be proposed to be adopted by the stockholders of the Corporation after the Closing Date.

“Class A Lock-up Securities” shall mean the Class A Common Stock acquired by the Holder upon the Closing; provided, that, for the avoidance of doubt, any Class A Common Stock resulting from the conversion of the Series A Preferred Stock or the Additional Shares or the exercise of any Warrants shall not be deemed Class A Lock-up Securities.

“Class of Registrable Securities” means each of (i) the Class A Common Stock issued at Closing pursuant to the Investment Agreement, (ii) the Class A Common Stock resulting from the conversion of the Series A Preferred Stock or the Additional Shares or the exercise of any Warrants, (iii) the Class A Common Stock resulting from the conversion of the Non-Voting Stock resulting from the conversion of the Series A Preferred Stock, the Additional Shares or the exercise of any Warrants and (iv) the Non-Voting Stock.

“Closing” means the closing of the investment contemplated pursuant to the Investment Agreement.

“Closing Date” means the date of the Closing.

“Demand Registration Request” has the meaning given to that term in Section 4.1(a).

“FTA Rules” has the meaning given to that term in Section 6.2(a).

“Fully Exercising Holder” has the meaning given to that term in Section 5.1(b).

“Holder Beneficial Owner” has the meaning given to that term in Section 5.1.

“Holder Designee Board Recommendation” has the meaning given to that term in Section 2.1(b).

“Holder Designees” has the meaning given to that term in Section 2.1(b).

“Holder Stockholder Proposals” has the meaning given to that term in Section 2.1(b).

“Lock-up Securities” means (i) the Series A Preferred Stock and (ii) the Class A Lock-up Securities.

“Major Third Party Transfer” has the meaning given to that term in Section 2.1(c).

“Major Third Party Transferee” has the meaning given to that term in Section 2.1(c).

“New Shares” has the meaning given to that term in Section 5.1.

“Non-Voting Stock” shall mean the class of non-voting common stock and the class of non-voting preferred stock of the Company, as applicable, to be created pursuant to the amendment to the Charter set forth in Exhibit I to the Investment Agreement.

“Offer Notice” has the meaning given to that term in Section 5.1(a).

“Permitted Transferee” means, with respect to a Stockholder, (a) any controlled Affiliate of such Stockholder, (b) any custodian or nominee holding Securities for the benefit of such Stockholder (it being understood that notwithstanding anything to the contrary herein, no such custodian or nominee shall be required to be party to this Investor Rights Agreement, provided that such custodian or nominee is not the ultimate beneficial owner of the relevant Security, but the applicable Stockholder shall continue to be a party hereto and shall cause such custodian or nominee to comply with the terms hereof) and, in respect of any such custodian or nominee, the original beneficial Stockholder, (c) any controlled Affiliate of Allianz Parent or any related investment funds or vehicles controlled or managed by any controlled Affiliate of Allianz Parent (an “Affiliated Fund”) or (d) the Company.

“Registrable Securities” means (i) the Class A Common Stock issued at Closing pursuant to the Investment Agreement, (ii) the Class A Common Stock resulting from the conversion of the Series A Preferred Stock or the Additional Shares or the exercise of any Warrants, (iii) any Class A Common Stock issued in the form of dividends pursuant to the terms of the Series A Preferred Stock, (iv) any Class A Common Stock resulting from the conversion of the Non-Voting Stock or the exercise of any Warrants, (v) the Non-Voting Stock and (vi) any securities issuable or issued or distributed in respect of any such Class A Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise; provided, however, that as to any particular Registrable Security, such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (B) such securities shall have been otherwise transferred and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such time as such securities have been sold pursuant to Rule 144; or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction

“SEC” means the Securities and Exchange Commission.

“Securities” means the Class A Common Stock, the Series A Preferred Stock and any other equity securities of the Company, or any options, warrants or other rights to acquire the Class A Common Stock, the Series A Preferred Stock or other equity securities of the Company and any other securities convertible into or exercisable or exchangeable for (or entitling the holder thereof to subscribe for) any shares of capital stock or equity securities of the Company.

“Series A Preferred Stock” has the meaning given to that term in the Recitals.

“Transaction Committee” has the meaning given to that term in Section 2.2(a).

“Transaction Committee Charter” means the committee charter established by the Board of Directors pursuant to the Investment Agreement.

“Transfer” means any transfer, sale, assignment, pledge, hypothecation, gift or other disposition of any Shares, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process, legal process, attachment, foreclosure, enforcement of any lien or otherwise. When used as a verb, “Transfer” and “Transferring” shall have the correlative meaning. In addition, “Transferred” and “Transferee” shall have the correlative meanings and shall include entry into any hedging agreement, arrangement or transaction, entered into directly or indirectly, the value of which is based upon the value of any equity securities of the Company, except for transactions involving an index-based portfolio of securities that includes Class A Common Stock (provided that the value of such Class A Common Stock in such portfolio is not more than 5% of the total value of the portfolio of securities).

Notwithstanding anything to the contrary in this Agreement, the following shall not constitute a “Transfer” for purposes of (or otherwise be restricted by) this Agreement: (i) any direct or indirect transfer or issuance of interests in the Holder or any of its Affiliates or any Affiliated Fund, so long as the principal purpose of such transaction or issuance is not to transfer Lock-Up Securities, (ii) any merger, reorganization, acquisition, consolidation, recapitalization, spin-off or similar transaction, or any other corporate transaction by the Holder or any of its Affiliates, so long as the primary purpose of such transaction is not to transfer Lock-Up Securities, or (iii) any transfer by a limited partner or other investor in any account, investment vehicle or fund sponsored, managed or controlled by the Holder or one of its Affiliates of limited partner (or similar) interests in such entity or the admission of new limited partners or other investors in such entity.

“Transferee Designee” has the meaning given to that term in Section 2.1(c).

ARTICLE II

DESIGNATION

1.1Election of Board of Directors.

(a)Board Composition. Effective immediately after the Closing, the total number of directors constituting the Board shall be nine (9) directors. The Company shall take all actions necessary to ensure that the two nominees designated by Holder shall be appointed to the Board, pursuant to the terms of the Company’s organizational documents and to be effective immediately after the Closing.

(b)Holder Designees.

During the term of this Agreement, the Holder shall notify the Company of its two nominees designated for appointment, election or re-election to the Board (the “Holder Designees”) in writing; provided, however, that such notice shall be delivered not less than sixty (60) days prior to the one-year anniversary of the preceding year’s annual meeting (such proposal, the “Holder Stockholder Proposals”), and shall cause the nominees to complete and deliver the Company’s standard director and officer questionnaire, if any, and provide such other information concerning such nominee reasonably requested by the Company; provided, however, that in the event that the Holder, together with its Affiliates, ceases to own a number of shares of Class A Common Stock at least equal to 50% of the number of shares of Class A Common Stock acquired by the Holder at Closing, the Holder shall cause the Holder Designees to promptly resign as directors, all rights to designate Holder Designees under this Article II shall immediately terminate and the Holder shall no longer be permitted to designate Holder Designees. To the extent the Holder is permitted to designate Holder Designees pursuant to this Section 2.1(b), such designees must be reasonably acceptable to the Board and Nominating Committee to be nominated for election to the Board, and, to the extent such designees are determined to be reasonably acceptable, the Company and the Board and Nominating Committee shall (a) recommend to its stockholders at the next annual meeting of the Company following the date hereof the election of the Holder Designees as directors of the Board (such recommendation, the “Holder Designee Board Recommendation”) and (b) to the fullest extent permitted by applicable law, use their reasonable best efforts to obtain the requisite stockholder approval of the Holder Stockholder Proposals at each subsequent meeting of its stockholders until such approval of each of the Holder Stockholder Proposals has been obtained, including inclusion of the Holder Designee Board Recommendations in subsequent proxy statements.

(c)Transfer of Holder Designee to Third-Party. In the event the Holder Transfers a minimum of 50% of its Class A Common Stock then-held (including, for the avoidance of doubt, any Class A Common Stock resulting from conversion of any Securities held by the Holder or dividends related thereto or exercise of the Warrant) to a third party transferee (a “Major Third Party Transferee”) pursuant to the terms of Section 8.6(b) and subject to ARTICLE III (a “Major Third Party Transfer”), the Holder may elect to transfer to such Major Third Party Transferee the Holder’s right to designate one (1) nominee for appointment, election or re-election to the Board, in which case the Holder shall cause one (1) of the Holder Designees to resign as director effective upon the consummation of the Major Third Party Transfer, and the Holder’s right to designate Holder Designees under this ARTICLE II shall be limited to one (1) Holder Designee, provided the Holder, together with its Affiliates, continues to own a number of shares of Class A Common Stock at least equal to 50% of the number of shares of Class A Common Stock acquired by the Holder at Closing. In the event a Major Third Party Transferee acquires the right to designate one (1) nominee for appointment, election or re-election of the Board pursuant to the preceding sentence (the “Transferee Designee”), such Major Third Party Transferee shall retain such right until the date on which it ceases to own a number of shares of Class A Common Stock at least equal to 50% of the number of shares of Class A Common Stock acquired by the Holder at Closing. The Major Third Party Transferee shall cause the Transferee Designee to complete and deliver the Company’s standard director and officer questionnaire, if any, and provide such other information concerning such nominee reasonably requested by the Company. The Transferee Designee must be reasonably acceptable to the Board and Nominating Committee to be nominated for election to the Board, and, to the extent such designee is determined to be reasonably acceptable, the Company and the Board and Nominating Committee shall recommend to its stockholders the election of the Transferee Designee as a director of the Board at its annual meetings of the Company following the consummation of the Major Third Party Transfer. For the avoidance of doubt (x) the Holder shall not be permitted to Transfer any Securities then held, including to a Major Third Party Transferee, except in accordance with and subject to ARTICLE III, (y) in the event that the Holder, together with its Affiliates, ceases to own a number of shares of Class A Common Stock at least equal to 50% of the number of shares of Class A Common Stock acquired by the Holder at Closing, all rights to designate Holder Designees shall immediately terminate and the Holder shall no longer be permitted to designate Holder Designees and (z) in the event that the Major Third Party Transferee, together with its Affiliates, ceases to own a number of shares of Class A Common Stock at least equal to 50% of the number of shares of Class A Common Stock acquired by the Holder at Closing, all rights to designate the Transferee Designee shall immediately terminate and the Major Third Party Transferee shall no longer be permitted to designate the Transferee Designees.

(d)Committee Composition. During the term of this Agreement, and to the extent the Holder is permitted to designate Holder Designees pursuant to Section 2.1(b) above, the Company agrees that, in addition to membership on the Transaction Committee (as defined below), each of the Holder Designees shall serve as a member on at least one committee of the Board as recommended by the Nominating Committee and determined by the Board. During the term of this Agreement, the Company further agrees that a Holder Designee shall serve as an observer on each committee of the Board for which a Holder Designee is not serving as a member.

1.2Transaction Committee.

(a)Transaction Committee Formation and Composition. For as long as the Holder is permitted to designate one (1) or more Holder Designees pursuant to Section 2.1(b) above, (i) the Board shall maintain a transaction committee (the “Transaction Committee”) pursuant to the Transaction Committee Charter, (ii) the Transaction Committee shall be comprised of the following four members of the Board: (1) one member of the Board who is the Chairperson of the Audit, Finance and Risk Committee of the Board, (2) the Chief Executive Officer of the Company, so long as such Chief Executive Officer is a director, (3) one director designated by the Holder, for so long as the Holder is permitted to designate Holder Designees pursuant to Section 2.1(b) and (4) one director designated by IlWaddi Holdings (for so long as IlWaddi Holdings has the right to designate a director on the Board) and (iii) the Transaction Committee Charter may be amended only with the prior written consent of the Holder.

(a)Each Stockholder understands and agrees that the Shares, the Non-Voting Stock and the Warrants held by such Stockholder as of the date hereof have not been, and any Additional Shares upon issuance will not be, registered under the Securities Act and are restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Shares, Non-Voting Stock, Warrants or Additional Shares, except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the terms and conditions of this Agreement.

(b)Subject to Section 3.2, each Lock-up Party agrees that it shall not, without the prior written consent of the Company (which shall be determined by the Board in its sole discretion), (i) Transfer any Series A Preferred Stock until the second anniversary of the Closing Date or (ii) Transfer any Class A Lock-up Securities except as follows (the “Lock-up Period”); provided, however, that the Lock-up Period shall terminate effective immediately prior to a Change of Control of the Company:

(1)Until the first anniversary of the Closing Date, no Class A Lock-up Securities shall be Transferred;

(2)Commencing on the first anniversary of the Closing Date, up to 7,727,432.4 shares of Class A Lock-up Securities may be Transferred; (3)Commencing on the second anniversary of the Closing Date, up to 5,795,574.3 shares of additional Class A Lock-up Securities may be transferred; and

(4)Commencing on the third anniversary of Closing Date all remaining Lock-up Securities may be transferred, in each case subject to Section 3.1(a) and (c).

(c)In connection with any Transfer permitted pursuant to this Article III and subject to receipt by the Company of prior written notice from a Stockholder of the Transfer of any Securities (which such notice must be received no later than one (1) business day following the earlier of (i) such Transfer or (ii) execution of a defintive agreement or binding commitment with respect to such Transfer), each Stockholder agrees that it shall not knowingly Transfer any Securities to any person or group (whether such person or group is purchasing Securities for its or their own account(s) or as fiduciary on behalf of one or more accounts) (A) representing greater than four and nine-tenths percent (4.9%) of the then-outstanding voting Securities in a single Transfer or series of related Transfers to a person listed on Schedule 3.1(c) hereto, (B) that is the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or (C) that has disclosed to such Stockholder an intent to engage in a proxy contest or a hostile takeover with respect to the Company.

1.4Notation. The Lock-up Securities are in book-entry form, and the Stockholder’s ownership thereof in accordance with the consummation of the transactions contemplated by this Agreement shall be appropriately evidenced in the stock register of the Company, which stock register entry and receipt given to the Holder in respect of any Lock-up Securities shall contain the following notation of restrictions:

THE SHARES AND CERTAIN OTHER SECURITIES OF ALTI GLOBAL, INC. (THE “COMPANY”) ARE SUBJECT 1.1Demand Registration.

(a)Notice and Registration. If at any time after (i) with respect to the Lock-up Securities, the date that is six months prior to the end of the applicable Lock-up Period or (ii) with respect to any Registrable Securities that are not Lock-up Securities, the date that is the one (1) year anniversary of the Closing Date, the Company receives written notice from the Holder requesting that the Company effect the registration under the Securities Act of Registrable Securities owned by the Holder, which notice will specify the intended method or methods of disposition of such Registrable Securities (each such notice, a “Demand Registration Request”), the Company will use commercially reasonable efforts to file (at the earliest practicable date and in any event within ninety (90) days of such request) a registration statement on any applicable form that is then available to (and as determined by) the Company under the Securities Act, registering such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such Demand Registration Request; provided, however, that the anticipated aggregate offering price, net of Selling Expenses, of such Registrable Securities to be disposed of, together with any participation in such offering by the Company, any other Stockholders or otherwise, is at least $30 million in respect of the applicable Class of Registrable Securities.

The Holder will have the right to make only one Demand Registration Request per class within any twelve- (12-) month period; provided, however, that a Demand Registration Request will not be deemed to constitute a Demand Registration Request for purposes of the foregoing limitation if (i) such Demand Registration Request has been withdrawn pursuant to Section 4.1(b) or (ii) the registration statement filed in connection with such Demand Registration Request (x) does not become effective or (y) is not maintained effective for the period required hereunder. In no event will the Company be required to initiate more than five (5) registrations pursuant to this Section 4.1(a).

(b)Registration Expenses. The Company will pay all (and will promptly reimburse to the Holder to the extent the Holder has borne any reasonable expenses) Registration Expenses other than any Selling Expenses with respect to any registration of Registrable Securities pursuant to this Section 4.1, regardless of whether the registration statement filed in connection with such registration becomes effective; provided, however, that the Registration Expenses will not be required to be paid by the Company if the registration proceeding began pursuant to Section 4.1(a) and the Demand Registration Request was withdrawn (in which case the Holder will be solely responsible for the payment of the Registration Expenses incurred as a result of such Demand Registration Request).

(a)Filing. If requested by Stockholders (the “Shelf Requesting Stockholders”) owning a Class of Registrable Securities, as promptly as practicable following such Shelf Requesting Stockholders request therefor (and no later than forty-five (45) days following such request), the Company shall prepare and file with the SEC a Registration Statement on any applicable form that is then available to (and as determined by) the Company under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”) that covers the Registrable Securities held by the Shelf Requesting Stockholders for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto; provided, however, that the Holder will have the right to request no more than one (1) Shelf Registration Statement within any six- (6-) month period. If permitted under the Securities Act, such Shelf Registration Statement shall be an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act.

(d)Right to Effect Shelf Takedowns. Subject to the limitations set forth in Article III, each Stockholder shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell any or all of the Registrable Securities covered by such Shelf Registration Statement (a “Shelf Takedown”).

(e)At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 4.2(a) is effective, if any Stockholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $15 million in respect of the applicable Class of Registered Securities, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other Stockholders).  In connection with any Shelf Underwritten Offering:

(1)the Company shall promptly deliver the Take-Down Notice to all other Stockholders included on such Shelf Registration Statement and permit each such Stockholder to include its Registrable Securities included on such Shelf Registration Statement in the Shelf Underwritten Offering if such Stockholder notifies the Company within five (5) Business Days after delivery of the Take-Down Notice to such holder; and

(a)Notice; Registration; Suspension. If the Company proposes to register, including in connection with a Demand Registration Request received pursuant to Section 4.1(a) or a request to prepare and file a Shelf Registration Statement pursuant to Section 4.2(a), any Class A Common Stock on behalf of itself or any other Stockholders (“Other Securities”) for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other person) on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company will give prompt written notice to the Stockholders of the intention to do so, which notice the Stockholders will keep confidential, and upon the written request of any Stockholder delivered to the Company within ten (10) Business Days after the giving of any such notice (which request will specify the number of Registrable Securities intended to be disposed of by such Stockholder) (the “Piggyback Stockholders”), the Company will use its commercially reasonable efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by any such Piggyback Stockholder pursuant to such Piggyback Registration; provided, however, that:

(B)the Company will not be required to effect any registration of Registrable Securities if the Company will have been advised in writing (with a copy provided to each Piggyback Stockholder upon such Piggyback Stockholder’s request) by the lead underwriter or placement agent in connection with the Public Offering of the Other Securities that the registration of such Registrable Securities at that time would jeopardize the success of the offering of the Other Securities; provided, however, that if an offering of some but not all of the shares requested to be registered pursuant to this Section 4.3 would not jeopardize the success of the offering of the Other Securities, the aggregate number of shares requested to be included in such offering by the Piggyback Stockholders submitting a request pursuant to this Section 4.3 will be reduced accordingly with such shares being allocated among such Piggyback Stockholders in proportion (as nearly as practicable) to the number of Registrable Securities owned by such Piggyback Stockholders; and (a)Notwithstanding any other provision of this ARTICLE IV but subject to ARTICLE III, at any time and from time to time when an effective Shelf Registration is on file with the SEC, if a Stockholder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price of at least $25.0 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Stockholder, then such Stockholder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Stockholder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

(e)Stockholders in the aggregate may demand no more than (i) one (1) Block Trade pursuant to this Section 4.4 within any six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 4.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 4.4 shall not be counted as a Demand Registration pursuant to Section 4.1 hereof.

(a)The obligations of the Company to take the actions contemplated by Sections 4.1, 4.2, 4.3 and 4.4 with respect to an offering of Registrable Securities will be subject to the following conditions:

(B)in any registration pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 hereof, the Holder, the Shelf Requesting Stockholders or the Piggyback Stockholders, as applicable, together with the Company and any other Stockholders of the Company proposing to include securities in any registration under the Securities Act, will, if such offering is to be underwritten, enter into a customary underwriting agreement in accordance with Section 4.7 with the underwriter or underwriters selected for such underwriting, as well as such other documents customary in similar offerings.

(b)The Stockholders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.8(e) or 4.8(g) or a condition described in Section 4.6(a), the Stockholders will forthwith discontinue disposition of such Registrable Securities pursuant to the registration statement covering the sale of such Registrable Securities until the Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.8(e) or notice from the Company of the termination of the stop order or Suspension Period.

(a)Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.1 or Section 4.2.

(a)In the event that any registration pursuant to Section 4.1 or a Shelf Takedown pursuant to Section 4.2 will involve, in whole or in part, an underwritten offering, the Holder will have the right to select the underwriters for such underwritten offering, subject to the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed). In such event, the underwriting agreement will contain such representations and warranties of the Company and the applicable Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including indemnities and contribution to the effect and to the extent provided in Section 4.10.

(b)In the event that any registration pursuant to Section 4.3 will involve, in whole or in part, an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 4.3 to be included in such underwriting on the same terms and conditions as will be applicable to the Other Securities being sold through underwriters under such registration. In such case, the holders of Registrable Securities on whose behalf Registrable Securities are to be distributed by such underwriters will be parties to any such underwriting agreement. Such agreement will contain such representations and warranties and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including indemnities and contribution to the effect and to the extent provided in Section 4.10.

1.8Obligations of the Company. If and whenever the Company is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 4.1, Section 4.2, Section 4.3 or Section 4.4, the Company will use its commercially reasonable efforts, as promptly as is practicable, as applicable:

(j)it will be a condition precedent to the obligations of the Company to a Stockholder to take any action pursuant to Section 4.1, Section 4.2, Section 4.3, Section 4.4 and Section 4.8 of this Agreement that such Stockholder will furnish to the Company such information regarding such Stockholder, the Registrable Securities and the proposed method of distribution of the Registrable Securities that the Company may from time to time reasonably request in writing and that is required by law, regulation or the SEC in connection with any registration, and during the effectiveness of a registration of Registrable Securities under this Agreement, such Stockholder owning such Registrable Securities will, upon the reasonable request of the Company, subject to applicable law, notify the Company whether such Stockholder has further need for the continued effectiveness of such registration;

1.10Indemnification. If any Registrable Securities are included in a registration statement pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4;

(a)Indemnification by the Company.

The Company will indemnify and hold harmless each Stockholder and each of its officers and directors and each person who controls such Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, as incurred, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities are to be registered under the Securities Act, or any prospectus contained therein or furnished by the Company to any Indemnified Person, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company hereby agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company will not be liable in any such case to any such Indemnified Person in any such case to the extent, but only to the extent, that (x) any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein or (y) if any untrue statement or omission is completely corrected in an amendment or supplement to the Prospectus, and the Company provides such Holder with such amendment or supplement promptly, and such Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such Loss after the Company had furnished such Holder with a sufficient number of copies of the same (and the delivery thereof would have resulted in no such Loss); provided, however, that in the case of clause (y), the Company has otherwise publicly disclosed such amendment or supplement in accordance with any rules and regulations adopted by the SEC.

(b)Indemnification of the Company. Each Stockholder will, upon exercise of its registration rights pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4, and each other Stockholder will be required to, upon such exercise, indemnify and hold harmless the Company, its directors, officers who sign any registration statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, as incurred, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement or prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Stockholder expressly for use therein, and each Stockholder agrees, and each other Stockholder will be required to agree, to reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c)Notices of Claims, Etc. Promptly after receipt by an indemnified party under Section 4.10(a) or 4.10(b) above of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 4.10, promptly notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 4.10, except to the extent that the indemnifying party is actually materially prejudiced by the indemnified party’s failure to give such notice.

In case any such action will be brought against any indemnified party and it will notify an indemnifying party of the commencement thereof, such indemnifying party will be entitled to participate therein and, to the extent that it will wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof (with counsel, who will not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party will not be liable to such indemnified party under this Section 4.10 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party will, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. No indemnified party may effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such action or claim) without the prior written consent of the indemnifying party.

(d)Contribution. If the indemnification provided for in this Section 4.10 is unavailable to or insufficient to hold harmless an indemnified party under Section 4.10(a) or 4.10(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party will contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent such fees or expenses were incurred prior to an indemnifying party’s election to assume the defense of such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V

PRE-EMPTIVE RIGHTS

1.1Pre-emptive Rights. Subject to the terms and conditions of this Section 5.1 and applicable securities laws, if the Company proposes to offer or sell any Shares or Series B Preferred Stock after the date hereof (“New Shares”), the Company shall first offer to each Stockholder a portion of such New Shares equal to the product of (1) the total number of New Shares proposed to be offered or sold by the Company and (2) a fraction, (x) the numerator of which is the number of Shares then owned by such Stockholder and (y) the denominator of which is the total number of Shares then issued and outstanding (the “Pro Rata Portion”). A Stockholder shall be entitled to apportion the pre-emptive rights hereby granted to it in such proportions as it deems appropriate among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Stockholder (“Holder Beneficial Owners”).

(a)The Company shall give notice (the “Offer Notice”) to each Stockholder, stating (i) its bona fide intention to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Shares.

(b)By notification to the Company within twenty (20) days after the Offer Notice is given, each Stockholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to such Stockholder’s Pro Rata Portion.

(c)At expiration of such twenty (20) day period, the Company shall promptly notify each Stockholder that elects to purchase or acquire all the shares available to it (each a “Fully Exercising Holder”) of any other Stockholder’s failure to do likewise.

During the ten (10) day period commencing after the date the Company has given such notice, each Fully Exercising Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to such Stockholder’s Pro Rata Portion, up to that portion of the New Shares for which Stockholders were entitled to subscribe but that were not subscribed for by the Stockholder, which is equal to the product of (1) the total number of New Shares proposed to be offered or sold by the Company and not purchased by the Fully Exercising Holders and (2) a fraction, (x) the numerator of which is the number of Shares then owned by such Stockholder and (y) the denominator of which is the total number of Shares owned by all Fully Exercising Holders who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 5.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Shares pursuant to Section 5.1(d).

(d)If all New Shares referred to in the Offer Notice are not purchased or acquired as provided in Section 5.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 5.1(b), offer and sell the remaining unsubscribed portion of such New Shares to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Shares shall not be offered unless first reoffered to the Stockholders in accordance with this Section 5.1.

(e)Each Stockholder that exercises pre-emptive rights pursuant to this Section 5.1 shall deliver at the closing of the issuance of New Shares payment, to the bank account designated by the Company, in full in immediately available funds for the New Shares purchased by such Stockholder. As such closing, the Stockholder shall execute such additional documents as the Company may reasonably request.

(f)The pre-emptive rights in this Section 5.1 shall not be applicable to (1) shares of Class A Common Stock, options or convertible securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Class A Common Stock; (2) shares of Class A Common Stock or options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board; (3) shares of Class A Common Stock actually issued upon the exercise of options or warrants, provided such issuance is pursuant to the terms of such option or warrant; (4) shares of Class A Common Stock, options or convertible securities issued as acquisition consideration pursuant to the acquisition of another corporation or other person, or portion thereof, by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement approved by the Board or (5) issuances approved by the Board and payable to a third-party as consideration for any other business relationships, the primary purpose of which is not to raise capital or (6) shares of Class A Common Stock issued pursuant to Board approval in connection with the financing or refinancing of any indebtedness or debt securities of the Company or any of its Subsidiaries (including as an equity kicker in connection therewith); provided, however, that with respect to clauses (5) and (6), the number of issued Class A Common Stock shall not constitute more than 0.25% of the number of Class A Common Stock then issued and outstanding.

1.2Termination of Pre-emptive Rights. The covenants set forth in Section 5.1 shall terminate and be of no further force or effect upon the earlier to occur of (a) such time as the Holder, together with its Affiliates, ceases to own at least 50% of the Class A Common Stock acquired by the Holder at Closing and (b) a Change of Control, in which the consideration received by the Stockholders in such Change of Control is in the form of cash and/or publicly traded securities, or if the Stockholders receive participation rights from the acquiring company or other successor to the Company reasonably comparable to those set forth in this ARTICLE V.

1.1Holder Information Rights. The Company shall, and shall cause each of its subsidiaries to furnish to the Holder such information respecting the business and financial condition of such Company or any Subsidiaries as the Holder may reasonably request; and without any request, shall furnish to the Holder:

(a)    as soon as available, and in any event no later than 45 days after the last day of each fiscal quarter of each fiscal year of the Company, a copy of the consolidated balance sheet of the Company and its Subsidiaries as of the last day of such fiscal quarter and the consolidated statements of income, retained earnings, and cash flows of the Company and its Subsidiaries for the fiscal quarter then ended and, beginning with the first fiscal quarter commencing after the Closing Date, prepared by the Company in accordance with the International Financial Reporting Standards as adopted by the European Union (the “IFRS”) (subject to the absence of footnote disclosures and year end audit adjustments) and certified to by the chief financial officer or another officer of the Company acceptable to the Holder; provided, however, that, with respect to any reports filed with the SEC prior to the date that is the two (2) year anniversary of the Closing Date, the Company may instead furnish a reconciliation of such information from U.S. Generally Accepted Accounting Principles (“GAAP”) to IFRS;

(b)     as soon as available, and in any event no later than 45 days after the last day of each of the first, second and third fiscal quarters of each fiscal year of the Company, beginning with the first fiscal quarter commencing after the Closing Date, a copy of the projected consolidated statements of income of the Company and its subsidiaries for such fiscal year, prepared by the Company in accordance with IFRS (subject to the absence of footnote disclosures and year end audit adjustments); provided, however, that, with respect to any reports filed with the SEC prior to the date that is the two (2) year anniversary of the Closing Date, the Company may instead furnish a reconciliation of such information from GAAP to IFRS;

(c)    as soon as available, and in any event not later than, beginning with the fiscal year ending December 31, 2024, 90 days, with respect to audited financial statements, and 60 days, with respect to unaudited financial statements, after the last day of each fiscal year of the Company, a copy of the consolidated balance sheet of the Company and its Subsidiaries as of the last day of such fiscal quarter and the consolidated statements of income, retained earnings, and cash flows of the Company and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail and prepared by the Company in accordance with IFRS; provided, however, that, with respect to the audited financial statements for the years ending December 31, 2024 and December 31, 2025, the Company may instead furnish an audited reconciliation of such information from GAAP to IFRS;

(d)    (i) as soon as available, and in any event no later than October 15 of each fiscal year of the Company, a copy of the Company’s draft consolidated annual budget for the following fiscal year, which shall be presented (x) on a quarterly basis and (y) by business division and jurisdiction and (ii) as soon as available, and in any event no later than December 31 of each fiscal year of the Company, a copy of the Company’s final consolidated annual budget for the following fiscal year, which shall be presented (x) on a quarterly basis and (y) by business division and jurisdiction;

(e) as soon as available, and in any event no later than October 15 of each fiscal year of the Company, (i) a year-end forecast for the then current fiscal year comprising projections of (x) revenue, expenses and net income and (y) profit and loss on a quarterly basis and (ii) a rolling forecast for the three (3) following fiscal years comprising projections of revenue, expenses and net income;

(f)    within six (6) months of the Holder’s written request, the relevant measurements of the Company’s key performance indicators (KPIs) with respect to the Company’s (i) human resources, (ii) environmental, (iii) social and (iv) governance performance; and

(g)    as soon as available, and in any event no later than 60 days after the last day of each fiscal quarter of each fiscal year of the Company, written management report delivered by the Company, including (i) information customarily included in the management discussion and analysis in the Company’s annual report on Form 10-K or quarterly reports on Form 10-Q, (ii) a summary of the Company’s business development plans with respect to the Holder and the Holder’s Affiliates and (iii) a summary of the Company’s ongoing business preparations and the Company’s internal forecasts with respect to the following fiscal year’s (x) product roadmap, (y) expansion plans and (z) merger and acquisition opportunities. Such written management report shall be in reasonable detail prepared by the Company in a form satisfactory to the Holder and shall include a summary of all assumptions made in preparing such business plan.

1.2Certain Tax Compliance Matters

(a)German CFC compliance. The parties acknowledge that Holder may be obliged to file a German separate assessment (gesonderte Feststellung) for purposes of the controlled foreign companies’ legislation (Hinzurechnungsbesteuerung) pursuant to section 18 of the German Foreign Tax Act (Außensteuergesetz) (“FTA Rules”). The Company hereby agrees to use its best efforts, pursuant to Holder’s written request, (i) to provide assistance to Holder with assessing the potential applicability of the FTA Rules with respect to the Company or any affiliate of the Company and (ii) to provide Holder or Holder’s tax advisor with any information necessary and/or helpful to examine if Holder is required to file any such tax returns and for the preparation and filing of such tax returns pursuant to section 18 of the FTA Rules or any other tax filing obligations under the FTA Rules (“CFC Tax Responsibility”). This shall comprise (without limitation) the type, composition and value of the assets held directly or indirectly by the Company and any specific information in relation to any affiliate of the Company including but not limited to its legal form, its tax status in its country of residence as well as the composition and type of its income.

(b)Ongoing German CFC compliance. In the event of a CFC Tax Responsibility resulting from FTA Rules imposed on Holder or any affiliate of Holder arising out of its Investment in the Company or any affiliate of the Company, the Company or any affiliate of the Company shall use commercially reasonable efforts to timely, but in any event no later than 90 days after the end of each calendar year in connection with CFC Tax Responsibility, (i) provide Holder or any affiliate of Holder with any relevant information reasonably requested by Holder and (ii) assist the Holder or any affiliate of Holder (and their local tax advisors), in preparing any necessary disclosures, filings, requisite forms, reports and other paperwork in order to comply with any tax declaration and filing requirements regarding the CFC Tax Responsibility in a timely manner as required by the relevant governmental authority.

(c)German Tax Haven Defense Act. If the Company or any affiliate of the Company has investments or business relationships in or in connection with any entity or individual in any jurisdiction, which at the time of investment are on the EU list of non-cooperative tax jurisdictions adopted in December 2017 or thereafter, Section 6.2(a) (German CFC compliance) and Section 6.2(b) (Ongoing German CFC compliance) shall apply accordingly with regard to the enhanced controlled foreign companies’ tax responsibility and enhanced cooperation obligations according to the German Tax Haven Defense Act (Steueroasenabwehrgesetz).

(d)CFC compliance pursuant to Non-German tax laws. If Holder or any affiliate of Holder is subject to non-German controlled foreign companies’ rules, Section 6.2(a) (German CFC compliance) and Section 6.2(b) (Ongoing German CFC compliance) shall apply accordingly.

(a)From and after the Closing Date until the later of (x) the three (3) year anniversary of the Closing Date and (y) the one (1) year anniversary of the date on which the Holder shall cease to own at least 50% of the Class A Common Stock acquired by the Holder at Closing (the “Standstill Period”), each Stockholder shall not, and shall cause Allianz Parent and each of its controlled Affiliates not to, directly or indirectly, alone or in concert with any other person, except as expressly set forth in this Section 7.1 (and excluding (i) Securities managed by Allianz Parent and its controlled Affiliates for the account of third parties in the ordinary course of business and (ii) Securities managed by third parties held in investment funds in which Allianz Parent and its controlled Affiliates are invested but without investment authority; provided, that, in the case of clause (i) and (ii), such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Investment Agreement)):

(1)purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Securities, other than (x) the Registrable Securities, (y) the Additional Shares and (z) shares of Series B Preferred Stock issuable upon the conversion of Series A Preferred Stock;

(5)seek to call, request the call of, or call a special meeting of the stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board (other than as expressly set forth in Section 2.1), or seek the removal of any director from the Board, other than the Holder Designees; (8)form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities, or deposit any voting Securities in a voting trust or similar arrangement, or subject any voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any voting Securities (other than to a designated representative of the Company pursuant to a proxy or consent solicitation on behalf of the Board), other than solely with other Stockholders or one or more Affiliates (other than portfolio or operating companies) of a Stockholder with respect to the Shares or other voting Securities acquired in compliance with the Investment Agreement and this Agreement or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement (it being understood that the holding by persons or entities of voting Securities in accounts or through funds not managed or controlled by Allianz Parent or any of its controlled Affiliates shall not give rise to a violation of this clause (8) solely by virtue of the fact that such persons or entities, in addition to holding such shares in such manner, are investors in funds and accounts managed by Allianz Parent or any of its controlled Affiliates and, in their capacity as such, are or may be deemed to be members of a “group” with the Stockholders within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities; provided there does not exist as between such persons or entities, on the one hand, and Allianz Parent or any of its controlled Affiliates, on the other hand, any agreement, arrangement or understanding with respect to any action that would otherwise be prohibited by this Section 7.1);

(b)This Section 7.1 shall not, in any way, prevent, restrict, encumber or limit (i) the Stockholders and their Affiliates from (A) exercising their respective rights, performing their respective obligations or otherwise consummating the transactions contemplated by this Agreement in accordance with the terms hereof, (B) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other sales process (each, a “Sales Process”), participating in such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated thereby, provided that the Stockholder and its Affiliates shall otherwise remain subject to the provisions of this Section 7.1 in all respects during and following the completion of the Sales Process, or (C) engaging in confidential discussions with the Board or any of its members regarding any of the matters described in this Section 7.1, provided that (x) the Stockholder and its Affiliates will not publicly disclose the existence of such discussions and (y) such discussions would not reasonably be expected to require either party to make any public disclosure, or (ii) any Holder Designee then serving as a director from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with the Company’s Certificate of Incorporation and By-Laws, all codes and policies of the Company and all laws, rules, regulations and codes of practice, in each case as may be applicable and in effect from time to time.

1.2Attendance at Meetings. Until such time as the Holder, together with its Affiliates, ceases to own at least 50% of the Class A Common Stock acquired by the Holder at Closing, the Stockholders shall cause all Shares then owned by the Stockholders to be present, in person or by proxy, at any meeting of the stockholders of the Company occurring at which an election of directors is to be held, so that all such Shares shall be counted for the purpose of determining the presence of a quorum at such meeting.

1.2Waiver. Any party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by the party against whom the waiver is to be effective. Except where a specific period for action or inaction is provided herein, neither the failure nor any delay on the part of any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. The failure of a party to exercise any right conferred herein within the time required shall cause such right to terminate with respect to the transaction or circumstances giving rise to such right, but not to any such right arising as a result of any other transactions or circumstances.

(b)Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Securities or otherwise, except that the Holder may transfer all of its rights hereunder (including its rights under ARTICLE II, ARTICLE III, ARTICLE IV, ARTICLE V, ARTICLE VI and ARTICLE VII) solely in connection with the Transfer of a majority of the Holder’s and its Affiliates’ shares of Class A Common Stock then-held (including, for the avoidance of doubt, any Class A Common Stock resulting from conversion of any Securities held by the Holder or dividends related thereto or exercise of the Warrant) to a Permitted Transferee to the extent such Transfer is permitted under and effected pursuant to Section 3.2 and, to the extent such Permitted Transferee executes and delivers to the Company a Joinder; provided, however, that the Holder may transfer its right to designate one (1) nominee for appointment, election or re-election to the Board to a Major Third Party Transferee, solely in accordance with Section 2.1(c).

(c)If the Holder validly transfers its right to designate one (1) nominee for appointment, election or re-election to the Board to a Major Third Party Transferee in accordance with Section 2.1(c), the Company shall negotiate in good faith with such Major Third Party Transferee to grant such Major Third Party Transferee (i) registration rights on substantially the same terms as the registration rights granted to the Holder pursuant to ARTICLE IV (provided that the number of demand rights granted collectively to such Third Party Transferee and the Holder following the consummation of a Major Third Party Transfer shall not exceed the number of demand rights granted to the Holder pursuant to ARTICLE IV) and (ii) information rights that are reasonably satisfactory to allow such Third Party Transferee to comply with accounting and regulatory requirements applicable to such Third Party Transferee.

Email: mt@tiedemannadvisors.com, kevin.moran@alti-global.com

with a copy (which copy alone will not constitute notice) to:

AlTi Global, Inc.

and

Allianz Strategic Investments S.à r.l.
Attn: Lars Junkermann, Stefan Nelkel
2A, rue Albert Borschette
L-1246 Luxembourg, Grand Duchy of Luxembourg
Email: lars.junkermann@allianzinvestments.lu
    stefan.nelkel@allianzinvestments.lu

and

with a copy (which copy alone will not constitute notice) to:

Sullivan & Cromwell LLP
Attn: C. Andrew Gerlach
125 Broad Street
New York, NY 10004
Email: gerlacha@sullcrom.com

1.11Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such State.

The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

1.15Recapitalizations, Exchanges, Etc., Affecting Shares of Class A Common Stock. The provisions of this Agreement shall apply to the full extent set forth herein with respect to all of the outstanding shares of Class A Common Stock and Series A Preferred Stock, and to any and all shares which may be issued in respect of, in exchange for, or in substitution of the shares of Class A Common Stock and Series A Preferred stock, by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise. Upon the occurrence of any of such events, only amounts hereunder shall be appropriately adjusted.

1.16Rights of Stockholders; No Recourse. This Agreement affects the Stockholders only in their capacities as stockholders of the Company. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Stockholder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future, director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future, officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future, director, officer, employee, partner or member of any Stockholder or of any Affiliate or assignee thereof, as such for any obligation of any stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation. With respect to the Company, no recourse shall be had to any of the stockholders of the Company or the stockholders of any of their Affiliates (in each case in their capacity as stockholders).

ALLIANZ STRATEGIC INVESTMENTS S.À.R.L.

        This VOTING AGREEMENT (this “Agreement”), dated as of [] [], 2024, is entered into by and between Allianz Strategic Investments S.à.r.l., a Luxembourg private limited liability company (“Purchaser”) and the undersigned stockholder (each, a “Stockholder” and collectively, the “Stockholders” and, together with Purchaser, each a “Party” and collectively, the “Parties”) of AlTi Global, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Investment Agreement, dated as of February 22, 2024 (as amended, supplemented or otherwise modified from time to time, the “Investment Agreement”), by and between the Company and Purchaser.

        WHEREAS, as of the date of this Agreement, each Stockholder is the record holder and beneficial (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) owner, and has full voting power over the number of shares of Class A common stock, par value $0.0001 per share (the “Class A Shares”) of the Company and the number of shares of Class B common stock, par value $0.0001 per share (the “Class B Shares” and together with the Class A Shares, the “Shares”) of the Company set forth on such Stockholder’s signature page hereto;

        WHEREAS, the Company and Purchaser are parties to the Investment Agreement, pursuant to which Purchaser shall make the Investment, subject to the terms and conditions contained therein;

        WHEREAS, the obligation of the Investors to make the Investment is conditioned upon the execution and delivery of this Agreement; and

        WHEREAS, in connection with the consummation of the Investment, the Stockholders have agreed to provide for the future voting of their Shares as set forth below;

        NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows:

Article 1

VOTING AND TRANSFER OF SHARES

Section 1.01.Voting.

(a)Each Stockholder agrees to vote, or cause to be voted, that number of Shares set forth on the Stockholder’s signature pages hereto and any additional Shares that are hereafter held of record or beneficially owned by such Stockholder or over which such Stockholder has voting control (collectively, the “Subject Shares”) that are entitled to vote (or express consent or dissent in writing, as applicable), from time to time and at all times, in whatever manner as shall be necessary at the first annual or special meeting of stockholders at which an election of directors is held following the date hereof or pursuant to the first written consent of the stockholders following the date hereof, so as to elect each Purchaser Nominee to the extent such Purchaser Nominee has been recommended to the stockholders by the Board of Directors of the Company.

(b)Each Stockholder agrees to vote, or cause to be voted, all Subject Shares, from time to time and at all times, in whatever manner as shall be necessary, in favor of any proposal for stockholders of the Company, at the first annual or special meeting of stockholders at which such a proposal is put forth to the stockholders following the date hereof or pursuant to the first written consent of the stockholders following the date hereof, to approve the adoption of the Amended and Restated Certificate of Incorporation attached hereto as Annex A.

(c)Any vote required to be cast or consent or dissent in writing required to be expressed pursuant to this Section 1.01 shall be cast or expressed in accordance with all applicable procedures so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote.

(d)Each Stockholder hereby agrees not to enter into any commitment, agreement, understanding or similar arrangement with any person to vote or give voting instructions or express consent or dissent in writing in any manner inconsistent with the terms of this Section 1.01.

Section 1.02.Successors. The provisions of this Agreement shall be binding upon the successors in interest to any of the Stockholders. Until each Stockholder has voted in accordance with the terms of Section 1.01, such Stockholder shall not transfer its Subject Shares to a person until such person to whom such security is to be transferred (a “Third Party Transferee”) shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Stockholder (a “Transferee Voting Agreement”), as applicable; provided, however, that notwithstanding the foregoing, each Stockholder may transfer to one or more Third Party Transferees up to ten percent (10%) of the Subject Shares held by such Stockholder as of the date hereof without having to procure a Transferee Voting Agreement from such Third Party Transferee(s).

Section 1.03.No Agreement as Director or Officer. Each Stockholder is entering into this Agreement solely in such Stockholder’s capacity as record or beneficial owner of Subject Shares and nothing herein is intended to or shall limit or affect any actions taken by such Stockholder or any employee, officer, director (or person performing similar functions), partner or other Affiliate (including, for this purpose, any appointee or representative of such Stockholder to the Board of Directors of the Company) of such Stockholder, solely in his or her capacity as a director or officer of the Company (or a Subsidiary of the Company) or other fiduciary capacity for the Company’s stockholders.

Section 1.04.Acquisition of Additional Shares. Each Stockholder hereby agrees that such Stockholder shall promptly (and in any event within two business days) notify Purchaser of the number of any additional Shares with respect to which such Stockholder becomes the holder of record or acquires beneficial ownership, if any, after the execution of this Agreement, which Shares shall, for the avoidance of doubt, automatically become Subject Shares in accordance with Section 1.01.

Section 1.05.No Adverse Act. Each Stockholder hereby agrees that, except as expressly provided or permitted by this Agreement, such Stockholder shall not, and shall cause its Affiliates not to, without the prior written consent of Purchaser, directly or indirectly, take or permit any action that would in any way (i) restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder, (ii) make any representation or warranty of such Stockholder herein untrue or inaccurate in any material respect or (iii) otherwise restrict, limit or interfere with the performance of this Agreement, the Investment Agreement or the transactions contemplated by this Agreement or the Investment Agreement.

Each Stockholder hereby agrees that such Stockholder shall notify Purchaser in writing promptly of (a) any fact, event or circumstance that would cause, or would reasonably be expected to cause or constitute, an untruth or inaccuracy in any material respect in the representations and warranties of such Stockholder herein and (b) the receipt by such Stockholder of any notice or other communication from any person alleging that the consent of such person is required in connection with this Agreement; provided, however, that the delivery of any notice pursuant to this sentence shall not limit or otherwise affect the remedies available to any Party.

Section 1.06.Further Assurances. Each Stockholder hereby agrees to execute and deliver, or cause to be executed and delivered, such further certificates, instruments and other documents and take such further actions as Purchaser may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.

Article 2

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

Each Stockholder hereby severally represents and warrants to Purchaser as follows:

Section 1.01.Organization; Authorization. In the event such Stockholder is an individual, such Stockholder has full power, right and legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. In the event such Stockholder is a legal entity, (a) such Stockholder is a legal entity duly organized, validly existing and in good standing under the Laws of such Stockholder’s jurisdiction of its organization, (b) such Stockholder has all requisite corporate or similar power and authority and has taken all corporate or similar action necessary in order to execute and deliver this Agreement, to perform such Stockholder’s obligations under this Agreement and consummate the transactions contemplated by this Agreement, and (c) no approval by any holder of such Stockholder’s equity interests is necessary to approve this Agreement. This Agreement has been duly executed and delivered by such Stockholder [and, in the event such Stockholder is an individual and is married and any of such Stockholder’s Subject Shares constitute community property or spousal approval is otherwise required in order for this Agreement to be a valid and binding obligation of such Stockholder, this Agreement has been duly executed and delivered by or on behalf of such Stockholder’s spouse] and this Agreement constitutes a valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Remedies Exceptions.

Section 1.02.Ownership of Company Stock; Voting Power. Such Stockholder’s signature page hereto correctly sets forth the number of such Stockholder’s Subject Shares as of the date of this Agreement and, other than such Subject Shares, as of the date of this Agreement, there are no Company securities (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any Company securities) held of record or beneficially owned by such Stockholder or in respect of which such Stockholder has full voting power. Such Stockholder is the record holder and beneficial owner of all of its Subject Shares and has full voting power and power of disposition with respect to all such Subject Shares free and clear of any liens, claims, proxies, voting trusts or agreements, options or any other encumbrances or restrictions on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No person has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Subject Shares other than as set forth in the Company’s Organizational Documents.

Section 1.03.No Other Representations or Warranties. Except for the representations and warranties made by the Stockholders in this Article 2, neither the Stockholders nor any other person makes any express or implied representation or warranty to Purchaser in connection with this Agreement or the transactions contemplated by this Agreement, and the Stockholders expressly disclaim any such other representations or warranties.

Article 3

GENERAL PROVISIONS

Section 1.01.Termination. This Agreement, including the voting agreements contemplated by this Agreement, shall automatically be terminated at the earliest to occur of: (a) the adoption of the Stockholder Proposals; (b) the termination of the Investment Agreement pursuant to Article V thereof; or (c) the effective date of a written agreement duly executed and delivered by Purchaser and the Stockholders terminating this Agreement; provided, however, that in the case of any termination pursuant to clause (a), Section 1.06 (Further Assurances) and this Article 3 shall survive such termination. Nothing set forth in this Agreement shall relieve any Party of any liability or damages to any other Party for any willful or intentional breach of this Agreement by such Party prior to such termination or intentional fraud in connection with, arising out of or otherwise related to the express representations and warranties set forth in this Agreement or any instrument or other document delivered pursuant to this Agreement.

Section 1.02.Modification or Amendment; Waiver. No amendment or waiver of any provision of this Agreement will be effective with respect to any Party unless made in writing and signed by an officer of a duly authorized representative of such Party, and, in the case of a waiver, such writing must make express reference to the provision or provisions subject to such waiver. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 1.03.Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or if by email, upon confirmation of receipt, (b) on the first business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (c) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice.

If to Purchaser:

Allianz Strategic Investments S.à r.l. Attn: Lars Junkermann, Stefan Nelkel 2A, rue Albert Borschette L-1246 Luxembourg, Grand Duchy of Luxembourg Email: lars.junkermann@allianzinvestments.lu, stefan.nelkel@allianzinvestments.lu If to Stockholders: the address and contact information listed on the signature pages hereto.

    and

Section 1.04.Counterparts. This Agreement may be executed in counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Section 1.05.Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Specific Performance.

(a)This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of Law.

(b)Each Party agrees that it will bring any Proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Chosen Courts, and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such Party in any such Proceeding will be effective if notice is given in accordance with Section 3.03.

(c)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 3.05.

(d)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. It is accordingly agreed that the Parties shall be entitled to seek specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at Law or equity. Each Party further waives any (a) defense in any Proceeding for specific performance that a remedy at Law would be adequate and (b) requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

Section 1.06.Entire Agreement, Etc.

(a)(i) This Agreement constitutes the entire agreement among the Parties, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties, with respect to the subject matter hereof; and (ii) this Agreement will not be assignable by operation of Law or otherwise, and any attempted assignment in contravention hereof being null and void; provided that Purchaser may assign its rights and obligations under this Agreement to any Affiliate (any such transferee shall be included in the term “Purchaser”).

(b)Each Party acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement or any instrument or other document delivered pursuant to this Agreement (i) no Party has made or is making any other representations, warranties, statements, information or inducements, (ii) no Party has relied on or is relying on any other representations, warranties, statements, information or inducements and (iii) each Party hereby disclaims reliance on any other representations, warranties, statements, information or inducements, oral or written, express or implied, or as to the accuracy or completeness of any statements or other information, made by, or made available by, itself or any of its Representatives, in each case with respect to, or in connection with, the negotiation, execution or delivery of this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement, and notwithstanding the distribution, disclosure or other delivery to the other or the other’s Representatives of any documentation or other information with respect to any one or more of the foregoing, and waives any claims or causes of action relating thereto, other than those for any willful or intentional breach of this Agreement by such Party prior to such termination or intentional fraud in connection with, arising out of or otherwise related to the express representations and warranties set forth in this Agreement or any instrument or other document delivered pursuant to this Agreement.

Section 1.01.No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person other than the Parties hereto any benefit right or remedies.

Section 1.02.No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Purchaser any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Stockholders, and Purchaser shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct any Stockholder in the voting of any Subject Shares, except as otherwise expressly provided herein.

Section 1.03.Expenses. All costs and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated by this Agreement, including all fees and expenses of its Representatives, shall be paid by the Party incurring such expense.

Section 1.010.Stock Dividends, Distributions, Etc. In the event of a stock split, reverse stock split, stock dividend or distribution, or any change in the number of Shares by reason of any recapitalization, combination, reclassification, exchange of shares or similar transaction, the term “Subject Shares” shall automatically be deemed to refer to and include all such stock dividends and distributions and any securities into which or for which any or all of such Shares may be changed or exchanged or which are received in such transaction.

Section 1.011.Severability. If any provision of this Agreement or the application thereof to any person (including the officers and directors of the parties hereto) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the Parties.

Section 1.012.Interpretation and Construction.

(a)Headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

(b)The Preamble, and all Recital, Article and Section references used in this Agreement are to the preamble, recitals, articles and sections to this Agreement unless otherwise specified herein.

(c)Except as otherwise expressly provided herein, for purposes of this Agreement: (i) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “including without limitation”; (iv) the word “or” is not exclusive; (v) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement; and (vi) 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”.

(d)Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.

(e)The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a 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.

[Signature Page Follows]

[To come.]

        This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Voting Agreement dated as of [] [], 20[] (the “Voting Agreement”) by and among Purchaser and the stockholders of the Company that are Party thereto as the same may be amended, supplemented or otherwise modified from time to time. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Voting Agreement.

        The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a Party to, and a “Stockholder” under, the Voting Agreement as of the date hereof and shall have all of the rights and obligations of a Stockholder as if it had executed the Voting Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Voting Agreement.

        IN WITNESS WHEREOF, the undersigned has duly executed this Joinder Agreement as of the date written below.

Date: [] [], 20[]

and CWC ALTI INVESTOR LLC Exhibit B: Form of Transaction Committee Charter

Page

Exhibit C:    Certificate of Designation

Exhibit D: Form of Warrant INVESTMENT AGREEMENT, dated as of February 22, 2024 (this “Agreement”), by and between AlTi Global, Inc., a Delaware corporation (the “Company”), and CWC AlTi Investor LLC, a Delaware limited liability company(“Purchaser”).

A.    Investment. The Company intends to sell to Purchaser, and Purchaser intends to purchase from the Company, as an investment in the Company, shares of newly issued Series C cumulative convertible preferred stock of the Company, par value $0.0001 per share (the “Series C Preferred Stock”). In connection with the transactions hereunder, the Company intends to issue to Purchaser, in the aggregate, warrants to purchase 2,000,000 shares of Class A Common Stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) in the form set forth on Exhibit D (the “Warrants”), all as described herein (collectively, the “Investment”).

B.     Other Investor. On the date of this Agreement, the Company and another investor (the “Other Investor”) are entering into an agreement pursuant to which the Company intends to sell to the Other Investor, and the Other Investor intends to purchase from the Company, 19,318,581 shares of Class A Common Stock and 140,000 shares of non-voting preferred stock created and designated as the Company’s Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”) (such investment agreement, together with the Certificate of Designations for the Series A Preferred Stock, the Certificate of Designations for the Series B Preferred Stock and each other agreement that is an exhibit to such investment agreement, collectively, the “Other Investment Agreements”). In connection with the transaction under the Other Investment Agreement, the Company intends to issue to the Other Investor Warrants exercisable for 5,000,000 shares of Class A Common Stock or Non-Voting Class C Common Stock, as the case may be, in the aggregate.

C.    Investor Rights Agreement. At the Initial Closing (as defined herein), the Company and Purchaser shall each enter into the Investor Rights Agreement in the form attached hereto as Exhibit A (the “Investor Rights Agreement”).

D.    Securities. The term “Securities” refers to (1) the shares of Purchased Stock purchased under this Agreement and (2) the shares of Class A Common Stock into which the Series C Preferred Stock is convertible and for which the Warrants may be exercised in accordance with the terms thereof and of this Agreement.

ARTICLE I

PURCHASES; CLOSINGS

1.1Purchases.

(a)On the terms and subject to the conditions set forth herein, at the Initial Closing (1) Purchaser will purchase from the Company, and the Company will sell to Purchaser, free and clear of any Liens (other than restrictions on transfer under (A) federal and state securities Laws, or (B) the Investor Rights Agreement), 115,000 shares of Series C Preferred Stock (the “Initial Shares”) at a purchase price of $1,000.00 per share (the “Preferred Stock Price Per Share”) and (2) Purchaser will receive from the Company, and the Company shall issue to Purchaser, free and clear of any Liens (other than restrictions on transfer under (A) federal and state securities Laws or (B) the Investor Rights Agreement), Warrants to purchase 1,533,333 shares of Class A Common Stock (the “Initial Warrants”).

The aggregate cash amount equal to the Preferred Stock Price Per Share multiplied by the number of shares of Initial Shares purchased hereunder shall be referred to in this Agreement as the “Initial Purchase Price”, which such Initial Purchase Price shall be equal to $115,000,000.

(b)In the event that the Company gives notice to Purchaser on or after May 1, 2024 and before September 30, 2024 (the “Additional Shares Notice Period”) that it desires to sell the Additional Shares to Purchaser (an “Additional Shares Notice”), then on the terms and subject to the conditions set forth herein, at the Additional Closing, (1) Purchaser will purchase from the Company, and the Company will sell to Purchaser, free and clear of any Liens (other than restrictions on transfer under (A) federal and state securities Laws, or (B) the Investor Rights Agreement), 35,000 shares of Series C Preferred Stock (the “Additional Shares” and, together with the Initial Shares, the “Purchased Stock”) at a purchase price equal to the Preferred Stock Price Per Share and (2) Purchaser will receive from the Company, and the Company shall issue to Purchaser, free and clear of any Liens (other than restrictions on transfer under (A) federal and state securities Laws or (B) the Investor Rights Agreement), Warrants to purchase 466,667 shares of Class A Common Stock (the “Additional Warrants”). The aggregate cash amount equal to the Preferred Stock Price Per Share multiplied by the number of shares of Additional Shares purchased hereunder shall be referred to in this Agreement as the “Additional Purchase Price”, which such Additional Purchase Price shall be equal to $35,000,000. The Initial Purchase Price and the Additional Purchase Price shall be referred to as the “Purchase Price.”

1.2Closings.

(a)Subject to the terms and conditions of this Agreement, the closing of the purchase of the Initial Shares (the “Initial Closing”) will occur (1) by electronic exchange of documents at 10:00 a.m., New York City time, on a date which shall be no earlier than March 15, 2024 and no later than the date thereafter that is three (3) business days after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Section 1.2(d) hereof (other than those conditions that by their nature can only be satisfied at the Initial Closing, but subject to the satisfaction or waiver thereof); or (2) at such other date, time or place as Purchaser and the Company may mutually agree in writing after all of such conditions have been satisfied or waived (other than those conditions that by their nature can only be satisfied at the Initial Closing, but subject to the satisfaction or waiver thereof). The date on which the Initial Closing occurs is referred to in this Agreement as the “Initial Closing Date.”

(b)Subject to the terms and conditions of this Agreement, the closing of the purchase of the Additional Shares (the “Additional Closing” and, together with the Initial Closing, each a “Closing”) will occur (1) by electronic exchange of documents at 10:00 a.m., New York City time, on a date which shall be no later than fifteen (15) business days after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Section 1.2(f) hereof (other than those conditions that by their nature can only be satisfied at the Additional Closing, but subject to the satisfaction or waiver thereof); or (2) at such other date, time or place as Purchaser and the Company may mutually agree in writing after all of such conditions have been satisfied or waived (other than those conditions that by their nature can only be satisfied at the Additional Closing, but subject to the satisfaction or waiver thereof). The date on which the Additional Closing occurs is referred to in this Agreement as the “Additional Closing Date”, and, together with the Initial Closing Date, each a “Closing Date”.

(c)Initial Closing Deliverables

(1)Subject to the satisfaction or waiver on the Initial Closing Date of the applicable conditions to the Initial Closing in Section 1.2(d), at the Initial Closing, the Company will deliver to Purchaser:

(A)book-entry evidence in a form reasonably acceptable to Purchaser the Initial Shares and the registration of such shares of Series C Preferred Stock in the name of Purchaser or Purchaser’s nominee, to the extent reasonably acceptable to the Company;

(B)the Initial Warrants; and

(C)a duly executed counterpart of the Investor Rights Agreement.

(2)Purchaser will deliver to the Company:

(A)the Initial Purchase Price, by wire transfer of immediately available funds to the account or accounts previously designated by the Company to Purchaser in writing no later than five (5) business days prior to the Initial Closing; and

(B)a duly executed counterpart of the Investor Rights Agreement.

(d)Initial Closing Conditions.

(1)The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Initial Closing is subject to the fulfillment or written waiver by Purchaser and the Company prior to the Initial Closing of the following conditions:

(A)no provision of any United States or non-United States law, statute, code, ordinance, rule, regulation, requirement, executive order, policy or guideline of any court, administrative agency, regulatory agency or commission or other federal, state, local or foreign governmental or regulatory authority or instrumentality, government-sponsored entity or self-regulatory organization (SRO) (each, a “Governmental Entity”) or stock exchange or regulation (a “Law”) and no judgment, injunction, order, writ, directive, enforcement action, regulatory restriction or decree of any Governmental Entity (each, an “Order”) shall prohibit the Initial Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates (as defined herein) from owning or voting any Securities acquired at the Initial Closing (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has, to the extent permissible under applicable Law, been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (B)the Investor Rights Agreement shall be executed and delivered by the applicable parties thereto.

(2)The obligation of Purchaser to consummate the purchase of the Initial Shares to be purchased by it at the Initial Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Initial Closing of each of the following conditions:

(A)the Company shall have performed and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to the Initial Closing;

(B)the representations and warranties of the Company set forth in the first sentence of Section 2.2(a) (Organization and Qualification; Subsidiaries), Section 2.2(c) (Capitalization), Section 2.2(d) (Authority Relative to this Agreement), Section 2.2(s) (Taxes) and Section 2.2(hh) (Brokers) (the “Company Fundamental Representations”) shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Initial Closing Date as though made on and as of the Initial Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect (as defined herein) set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date as though made on and as of the Initial Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect;

(C)Purchaser shall have received a certificate, dated as of the Initial Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(d)(2)(A) and Section 1.2(d)(2)(B) have been satisfied;

(D)Purchaser shall have received a certificate of the Secretary of the Company, dated as of the Initial Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the Investor Rights Agreement and the issuance of the Securities under this Agreement, together with the Certificate of Designations for the Series C Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Series C Certificate of Designations”) , and (b) certifying as to the signatures and authority of persons signing this Agreement, the Investor Rights Agreement and any other documents or instruments to be delivered pursuant hereto; (E)Purchaser shall have received an executed copy of the Third Amendment to Credit Agreement in substantially the form attached hereto as Exhibit E;

(F)the Company shall have taken all actions necessary to confirm the appointment of the Purchaser Observer; and

(G)the Company shall have taken all actions necessary to establish the Transaction Committee of the Board of Directors (the “Transaction Committee”) and shall have adopted the committee charter in substantially the form attached hereto as Exhibit B (the “Transaction Committee Charter”) (together with Section 1.2(d)(2)(F), the “Board Actions”); and

(H)since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect.

(3)The obligation of the Company to effect the Initial Closing is subject to the fulfillment or written waiver by the Company prior to the Initial Closing of the following additional conditions:

(A)Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Initial Closing;

(B)the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Initial Closing without giving effect to any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of this Agreement or some other date will be true and correct as of such other date;

(C)the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying to the effect that the conditions set forth in Section 1.2(d)(3)(A) and Section 1.2(d)(3)(B) have been satisfied; and

(D)the Company shall have received a certificate of an authorized signatory of Purchaser, dated as of the Initial Closing Date, certifying as to the signatures and authority of persons signing this Agreement, the Investor Rights Agreement and any other documents or instruments to be delivered pursuant hereto.

(e)Additional Closing Deliverables

(1)Subject to the satisfaction or waiver on the Additional Closing Date of the applicable conditions to the Additional Closing in Section 1.2(f), at the Additional Closing, the Company will deliver to Purchaser:

(A) book-entry evidence in a form reasonably acceptable to Purchaser the Additional Shares and the registration of such shares of Series C Preferred Stock in the name of Purchaser or Purchaser’s nominee, to the extent reasonably acceptable to the Company; and

(B)the Additional Warrants.

(2)Purchaser will deliver to the Company the Additional Purchase Price, by wire transfer of immediately available funds to the account or accounts previously designated by the Company to Purchaser in writing no later than five (5) business days prior to the Additional Closing.

(f)Additional Closing Conditions.

(1)The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Additional Closing is subject to the fulfillment or written waiver by Purchaser and the Company prior to the Additional Closing of the following conditions:

(A)the Company shall have delivered the Additional Shares Notice during the Additional Shares Notice Period;

(B)no provision of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and

(C)all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect.

(2)The obligation of Purchaser to consummate the purchase of the Additional Shares to be purchased by it at the Additional Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional Closing of each of the following conditions:

(A)the Company shall have performed and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to the Additional Closing;

(B)the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date).

All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect;

(C)Purchaser shall have received a certificate, dated as of the Additional Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) have been satisfied;

(D)Purchaser shall have received a certificate of the Secretary of the Company, reaffirming the matters set forth in the certificate of the Secretary of the Company delivered at the Initial Closing as of the date of the Additional Closing;

(E)since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect.

(3)The obligation of the Company to effect the Additional Closing is subject to the fulfillment or written waiver by the Company prior to the Additional Closing of the following additional conditions:

(A)Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Additional Closing;

(B)the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Additional Closing without giving effect to any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of this Agreement or some other date will be true and correct as of such other date; and

(C)the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying to the effect that the conditions set forth in Section 1.2(f)(3)(A) and Section 1.2(f)(3)(B) have been satisfied.

1.1Disclosure.

(a)Except (i) as disclosed in the disclosure schedule delivered by the Company to Purchaser concurrently herewith (the “Company Disclosure Schedule”); provided that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the applicable section of the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item is reasonably expected to have a Material Adverse Effect (as defined below), and (c) any disclosures made with respect to a section of Section 2.2 shall be deemed to qualify other sections of Section 2.2 when (1) such other section of Section 2.2 is specifically referenced or cross-referenced and (2) it is apparent on its face (notwithstanding the absence of a specific reference or cross-reference) that such disclosure applies to such other sections of Section 2.2 or (ii) as expressly disclosed in any Company Report filed by the Company since January 3, 2023 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, predictive or forward-looking in nature), the Company hereby makes the representations and warranties set forth in Section 2.2 to Purchaser. For purposes of this Agreement, “Previously Disclosed” shall refer to information disclosed by the Company pursuant to clauses (i) and (ii) of the preceding sentence. For purposes of Section 2.2, the term “Company” shall mean, collectively, the Company, Alvarium Investments Limited, Tiedemann Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC.

(b)As used in this Agreement, any reference to any fact, change, circumstance or effect being “material” with respect to the Company means such fact, change, circumstance or effect is material in relation to the business, assets, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole. “Material Adverse Effect” means, with respect to the Company, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities (contingent or otherwise), results of operations or financial condition of the Company and its Subsidiaries, taken as a whole (provided, however, that with respect to this clause (i), Material Adverse Effect shall not be deemed to include the following: (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements applicable to the industries in which the Company or its Subsidiaries operate or publicly available interpretations thereof; (B) changes, after the date hereof, in Laws generally applicable to companies in the industries in which the Company or its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities; (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism and the escalation thereof) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions generally affecting the industries in which the Company or its Subsidiaries operate and not specifically relating to the Company or its Subsidiaries; (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event; (E) public disclosure of the execution of this Agreement or consummation of the transactions contemplated hereby; (F) actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of, or at the written request of, Purchaser; or (G) the failure, in and of itself, to meet earnings projections or internal financial forecasts (it being understood that the underlying cause of such failure may be taken into account in determining whether a Material Adverse Effect on the Company has occurred to the extent not otherwise excluded by this proviso); except, with respect to the foregoing subclauses (A), (B), (C) or (D), to the extent that the effects of such change are (i) disproportionately adverse to the business, assets, liabilities, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, as compared to similar companies in the industries in which the Company and its Subsidiaries operate); or (ii) the ability of the Company to timely consummate the transactions contemplated hereby.

As used in this Agreement, the term “Subsidiary” when used with respect to any person, means any other person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such person and/or by one or more of its Subsidiaries, but does not include a Fund (as defined herein).

1.2Representations and Warranties of the Company. Except as Previously Disclosed, the Company represents and warrants to Purchaser, as of the date of this Agreement and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date), that:

(a)Organization and Qualification; Subsidiaries.

(1)The Company and each of its Subsidiaries is duly formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or standing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(2)A complete and correct list of all of the Company’s Subsidiaries, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest of each such Subsidiary owned by the Company and each other such Subsidiary, is set forth in Section 2.2(a)(2) of the Company Disclosure Schedule. Except for minority investments in private investment funds, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity.

(b)Corporate Documents. The Company has, prior to the date of this Agreement, made available complete and correct copies of the certificates of incorporation and by-laws or comparable governing documents (the “Organizational Documents”) for itself and each of its Subsidiaries. Such Organizational Documents are in full force and effect. The Company is not in violation of any of the provisions of its respective Organizational Documents. No Subsidiary of the Company is in violation of the provisions of its respective Organizational Documents, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(c)Capitalization.

(1)As of the date hereof, the authorized capital stock of the Company consists of 875,000,000 shares of Class A Common Stock (including 11,788,132 shares of Class A Common Stock authorized to be granted in respect of equity awards, of which 4,690,654 shares are in respect of outstanding restricted stock units), 150,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) and 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Authorized Preferred Stock” and, together with the Class A Common Stock and the Class B Common Stock, the “Shares”), of which 65,210,719 shares of Class A Common Stock, 53,219,713 shares of Class B Common Stock and no shares of Authorized Preferred Stock are issued and outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable.

(2)As of the date hereof, the authorized capital stock of AlTi Global Capital, LLC consists of an unlimited number of Class A Common Units and an unlimited number of Class B Common Units (each, as such term is defined in the AlTi Global Capital, LLC Organizational Documents), of which 65,210,719 Class A Common Units and 53,219,713 Class B Common Units are issued and outstanding. The Company has made available to Purchaser a complete and correct list of all holders of Class A Common Units and Class B Common Units, and the number of Common Units held by such holders, in each case, as of the date hereof.

(3)Except as set forth in the Company’s Organizational Documents, (i) there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued limited liability company interests, or other equity interests, in the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue or sell any limited liability company interests, or other equity interests, in the Company or any of its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, and neither the Company or any of its Subsidiaries has granted, any equity appreciation rights, participations, phantom equity or similar rights, and (iii) there are no voting trusts, voting agreements, proxies, stockholder agreements or other agreements with respect to the voting or transfer of any of the equity interests or other securities of the Company or any of its Subsidiaries.

(4)There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity interests of the Company or any equity interests of any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Subsidiary.

(5)(i) There are no commitments or agreements of any character to which the Company or any of its Subsidiaries is bound obligating the Company or such Subsidiary to accelerate the vesting of any option as a result of the transactions contemplated herein, and (ii) all outstanding equity interests of the Company, and all outstanding equity interests of each Subsidiary, have been issued and granted in compliance with (A) all applicable securities Laws and other applicable Laws and (B) all pre-emptive rights and other requirements set forth in applicable contracts to which the Company or any of its Subsidiaries is a party.

(6)Each outstanding equity interest of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable, and owned by the Company or another of its wholly owned Subsidiaries free and clear of any liens, claims, title defects, mortgages, pledges, charges, encumbrances and security interests whatsoever (“Liens”) on the Company’s or any of its Subsidiaries voting rights, other than transfer restrictions under applicable securities Laws and the relevant Organizational Documents of the Company or its Subsidiary.

(d)Authority Relative to this Agreement. The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Closings. The execution and delivery by the Company of this Agreement, and the execution and delivery of the Investor Rights Agreement and the performance of the Company’s obligations thereunder, have been duly and validly approved by the board of directors of the Company (the “Board of Directors”). The Board of Directors (i) has determined that the Investment, on the terms and conditions set forth in this Agreement and the Investor Rights Agreement, is advisable and in the best interests of the Company and the Company’s stockholders, and (ii) has approved this Agreement, the Investor Rights Agreement and the transactions contemplated hereby and thereby (including the Investment). Except for the Board Actions, no other corporate proceedings on the part of the Company are necessary to approve the transactions contemplated by this Agreement. This Agreement has been and, at the Initial Closing, the Investor Rights Agreement will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes, or will at each Closing constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, or by general equitable principles (the “Remedies Exceptions”).

(e)No Conflict; Required Filings and Consents.

(1)The execution and delivery of this Agreement and the Investor Rights Agreement by the Company does not and the performance of its obligations under this Agreement and the Investor Rights Agreement by the Company will not (i) conflict with or violate the Company’s or any of its Subsidiaries’ Organizational Documents, (ii) conflict with or violate Laws or Orders applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) violate, conflict with, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in any material payment or penalty under, or give to others any right of termination, amendment, acceleration or cancellation of any indebtedness, or result in the creation of a Lien (other than any Permitted Lien) on any material (2)The execution and delivery by the Company of this Agreement and the Investor Rights Agreement does not and will not, and the performance by the Company of its obligations under this Agreement and the Investor Rights Agreement will not, require any consent, registration, approval, authorization or permit of, or filing with or notification to any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act of 1933 (the “Securities Act”), or the Securities Exchange Act of 1934, (the “Exchange Act”), state securities or “blue sky” laws (“Blue Sky Laws”), (ii) as set forth on Section 1.2(d)(1)(B) of the Company Disclosure Schedules, (iii) the filing of Notice of Exempt Offerings of Securities on Form D with the Securities and Exchange Commission (the “SEC”) under Regulation D of the Securities Act or (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(3)The Series C Preferred Stock to be issued hereunder has been or, when issued, will be, duly authorized by all necessary corporate action, fully paid and non-assessable and free and clear of all Liens (other than restrictions on transfer under (x) federal and state securities Laws or (y) the Investor Rights Agreement), and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof.

(4)The Warrants to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action. The shares of Class A Common Stock issuable upon exercise of the Warrants will, subject to the terms and conditions of the Warrants, have been duly authorized by all necessary corporate action and when so issued upon such exercise will be validly issued, fully paid and non-assessable and free and clear of all Liens (other than restrictions on transfer under (x) federal and state securities Laws or (y) the Investor Rights Agreement), and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof. The Warrants, when executed and delivered by the Company pursuant to this Agreement, will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by the Remedies Exceptions).

(f)Permits; Compliance. Section 2.2(f) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conducted.

(g)Reports.

(1)The Company and each of its Subsidiaries have timely filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2021 with any Governmental Entity, including any report, form, correspondence, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of any Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to timely file (or furnish, as applicable) such report, form, correspondence, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, as of their respective dates, such reports, forms, correspondence, registrations and statements, and other related filings, were complete and accurate and complied with all applicable laws, in each case in all material respects. Except for normal examinations conducted by a Governmental Entity in the ordinary course of business of the Company and its Subsidiaries, (x) since January 1, 2021 no Governmental Entity has initiated or has pending any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, bid protest, hearing, proceeding (including any civil, criminal, administrative, investigative or appellate or informal proceeding), litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity (collectively, “Proceedings”) or, to the knowledge of the Company, investigation into the business or operations of the Company or any of its Subsidiaries, (y) there is no unresolved violation identified by any Governmental Entity with respect to any report or statement relating to any examinations or inspections of the Company or any of its Subsidiaries, and (z) since January 1, 2021, there have been no formal or informal inquiries by, or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries, except where such Proceedings or investigations would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(2)The Company has filed or furnished on a timely basis, taking into account any permitted extensions, an accurate and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, prospectus, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) required to be filed or furnished by the Company pursuant to the Securities Act or the Exchange Act with the SEC (as supplemented, modified or amended since the time of filing, collectively, the “Company Reports”) since February 23, 2021, and each such Company Report is publicly available except to the extent omitted pursuant to Item 601(b)(10)(iv) Regulation S-K. As of their respective dates, after giving effect to any amendments or supplements thereto prior to the date hereof, the Company Reports (A) complied with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, if applicable, as the case may be, and (B) did not 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 therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002. As of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Company Reports.

(h)Financial Statements.

(1)Each of Alvarium Investments Limited, Tiedemann Wealth Management Holdings, LLC, TIG Trinity GP, LLC and TIG Trinity Management, LLC has made available to Purchaser true and complete copies of the audited consolidated balance sheet of such entity and each of its Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and cash flows of each of such entity and its Subsidiaries for each of the years then ended (the “Prior Audited Financial Statements”). Each of the Prior Audited Financial Statements and the financial statements of the Company and its Subsidiaries included in (or incorporated by reference into) the Company Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) as applicable, complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto.

The books and records of the Company and its Subsidiaries have, since January 1, 2021, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(2)Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of the Company, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2023, or in connection with this Agreement and the transactions contemplated hereby.

(3)The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company has (x) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and (y) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board of Directors any (A) significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(4)Since January 1, 2021, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries, has received or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or auditing practices, and (ii) no executive officer of, or attorney representing, the Company or any of its Subsidiaries (whether or not employed by the Company or any of its Subsidiaries) has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of its or their officers, directors, employees or agents to the Board of Directors or any committee thereof, or, to the knowledge of the Company, to any director or officer of the Company.

(i)Absence of Certain Changes or Events. Since January 1, 2023 through the date of this Agreement, except as otherwise reflected in the Company Reports, or as expressly contemplated by this Agreement, (a) the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course and in a manner consistent with past practice, (b) the Company and its Subsidiaries have not sold, assigned or otherwise transferred any right, title, or interest in or to any of their material assets other than non-exclusive licenses or assignments or transfers in the ordinary course of business, (c) there has not been any Material Adverse Effect, and (d) none of the Company or any of its Subsidiaries has taken any action that, if taken after the date of this Agreement, would reasonably be expected to constitute a breach of any of the covenants set forth in Section 3.1(b).

(j)Absence of Litigation. There is no material Proceeding pending or threatened in writing or, to the knowledge of the Company, otherwise threatened against the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any of its or their current or former directors or executive officers, before any Governmental Entity. None of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any of its or their current or former directors or executive officers, or any material property or asset of the Company or any of its Subsidiaries is subject to any continuing Order or other similar written agreement with or, to the knowledge of the Company, continuing investigation by, any Governmental Entity, or any Order or award of any Governmental Entity.

(k)Offering of Securities. Neither the Company, nor any of its Subsidiaries, nor any person acting on its or their behalf has (i) directly or indirectly, taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Securities to be issued pursuant hereto under the Securities Act and the rules and regulations of the SEC promulgated thereunder) that might subject the Investment to the registration requirements of the Securities Act or (ii) offered the Securities or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person, other than Purchaser, the Other Investor, and other Institutional Accredited Investors, each of which has been offered the Securities at a private sale for investment. As used herein, “Institutional Accredited Investor” means an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

(l)Registration. Assuming the accuracy of Purchaser’s representations and warranties set forth in Section 2.3(c), registration under the Securities Act or the securities Laws of any state or other jurisdiction, including under any “blue sky” Laws, is not required for the offering and sale of the Securities pursuant to this Agreement.

(m)Employee Benefit Plans.

(1)Section 2.2(m) of the Company Disclosure Schedule sets forth an accurate and complete list of each material Company Plan. For purposes of this Agreement, “Company Plan” means any benefit or compensation plan, program, policy, practice, agreement, contract, arrangement or other obligation, whether or not in writing and whether or not funded, in each case, which is sponsored or maintained by, or required to be contributed to, or with respect to which any potential liability is borne by the Company or any of its ERISA Affiliates (as defined below), including, but not limited to, all employee benefit plans (as defined in Section 3(3) of ERISA, whether or not subject thereto) and all bonus, equity or equity-based compensation, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, change in control, fringe benefit, sick pay and vacation and other material employee benefit plans, programs or arrangements, in each case, which are sponsored, maintained and/or contributed to by the Company or any of its Subsidiaries for the benefit of any current or former employee, member, director or consultant, or under which the Company or any of its ERISA Affiliates has or would reasonably be expected to incur any material liability (contingent or otherwise).

(2)With respect to each material Company Plan, the Company has made available to Purchaser, if applicable, accurate and complete copies of (i) the current Company Plan document and all material amendments thereto and each trust or other funding arrangement, the most recent summary plan description and any summaries of material modifications and/or a written description of such Company Plan if such plan is not set forth in a written document, (ii) the most recently received IRS determination, opinion or advisory letter for each such Company Plan and (iii) any non-routine correspondence from any Governmental Entity with respect to any Company Plan received in the last year.

(3)Neither the Company nor any of its ERISA Affiliates currently sponsors, maintains or contributes to, nor has, in the past six (6) years, sponsored, maintained or been required to contribute to, nor has any liability or obligation (contingent or otherwise) under (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) subject to Section 412 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or Section 302 or Title IV of ERISA, (iii) a multiple employer plan subject to Section 413(c) of the Code, or (iv) a multiple employer welfare arrangement under ERISA as defined under Section 3(40) of ERISA. For purposes of this Agreement, “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and “ERISA Affiliate” means all employers (whether or not incorporated) that would be treated together with the Company as a “single employer” within the meaning of Section 414 of the Code.

(4)Neither the execution and delivery of this Agreement, stockholder or other approval of this Agreement nor the consummation of the transactions contemplated by this Agreement could, either alone or in combination with another event, (1) obligate the Company or any of its Subsidiaries, whether under any Company Plan or otherwise, to pay or materially increase amounts due in respect of, separation, severance or termination pay to any current or former employee, director or natural-person independent contractor, (2) accelerate the time of payment or vesting, or increase the amount, of any material benefit or other compensation due to any individual, (3) directly or indirectly cause the (5)None of the Company Plans provides, nor does the Company or any of its Subsidiaries have or reasonably expect to have any obligation to provide, retiree medical benefits to any current or former employee, officer, director or consultant of the Company or any of its Subsidiaries after termination of employment or service except as may be required under Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA and the regulations thereunder.

(6)Each Company Plan is in compliance, in all material respects, in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. No Proceeding that would reasonably be expected to give rise to material liability to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened with respect to any Company Plan (other than claims for benefits in the ordinary course) and, to the knowledge of the Company, no fact or event exists that would reasonably be expected to give rise to any material liability to the Company or any of its Subsidiaries in respect of any such Proceeding.

(7)Each Company Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has (i) timely received a favorable determination letter from the Internal Revenue Service (“IRS”) covering all of the provisions applicable to the Company Plan for which determination letters are currently available that the Company Plan is so qualified and each trust established in connection with such Company Plan is exempt from federal income taxation under Section 501(a) of the Code or (ii) is entitled to rely on a favorable opinion letter from the IRS and, in either case, to the knowledge of the Company, no fact or event has occurred since the date of such determination or opinion letter or letters from the IRS that would reasonably be expected to result in the loss of the qualified status of any such Company Plan or the exempt status of any such trust. With respect to any Company Plan, neither the Company nor any of its Subsidiaries has engaged in a transaction in connection with which the Company or any of its Subsidiaries reasonably could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code.

(8)Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been administered and operated in substantial compliance with the provisions of Section 409A of the Code and the guidance issued by the IRS provided thereunder. No Company Plan provides for any gross-ups for any taxes imposed under Sections 409A and/or 4999 of the Code.

(n)Labor and Employment Matters.

(1)(i) There is no pending or, to the knowledge of the Company, threatened arbitration or grievance, charge, complaint, audit or investigation by or before the National Labor Relations Board, the Equal Employment Opportunity (2)Neither the Company nor any of its Subsidiaries has any requirement under contract or Law to provide notice to, or to enter into any consultation procedure with, any union, labor organization, work council or similar organization in connection with the execution of this Agreement or the transactions contemplated by this Agreement.

(3)The Company and its Subsidiaries are and since January 1, 2021 have been in compliance in all material respects with all applicable Laws relating to the employment of labor, including with respect to employment practices, terms and conditions of employment, employment discrimination or harassment, termination of employment, employee whistle-blowing, immigration and employment eligibility verification, occupational health and safety, wages and hours, withholding, classification of employees as exempt or nonexempt, and classification of consultants and independent contractors.

(4)Neither the Company nor any of its Subsidiaries has incurred any liability or obligation the Worker Adjustment and Retraining Notification Act of 1988 and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied.

(o)Risk Management Instruments. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of the Company or any of its Subsidiaries, or for the account of a customer of the Company or any of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Governmental Entity and with counterparties reasonably believed to be financially responsible at the time and are legal, valid and binding obligations of the Company or one of its Subsidiaries enforceable in accordance with their terms (except as may be (p)Agreements with Governmental Entities.

Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other Order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been, since January 1, 2021, a recipient of any supervisory letter from or, since January 1, 2021, has adopted any policies, procedures or resolutions at the request or suggestion of any Governmental Entity, including the SEC, that restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its compliance, credit or risk management policies, its internal controls, its management or its business (each, whether or not set forth in the Company Disclosure Schedule, a “Company Governmental Agreement”), nor has the Company or any of its Subsidiaries been advised, since January 1, 2021, by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Company Governmental Agreement.

(q)Real Property; Title to Assets.

(1)None of the Company or any of its Subsidiaries owns any real property.

(2)Section 2.2(q)(2) of the Company Disclosure Schedule sets forth a correct and complete list of all real property leased or subleased to the Company or any of its Subsidiaries (collectively, the “Leased Real Property”) and a list of all material leases (the “Leases”) entered into by the Company or its Subsidiaries with respect to the Leased Real Property. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries, as applicable, have a valid leasehold interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens, (ii) there exists no default or event of default on the part of the Company or any of its Subsidiaries (as applicable) under any Leases, and (iii) there are no written or oral subleases, concessions, licenses, occupancy agreements or other contracts or arrangements granting to any Person other than the Company or its Subsidiaries the right to use or occupy the Leased Real Property.

(r)Intellectual Property; Data Privacy.

(1)Section 2.2(r)(1) of the Company Disclosure Schedule contains a true, correct and complete list of all of the following: (i) registered Patents, Trademarks, domain names and Copyrights and applications for any of the foregoing that have been filed with the applicable Governmental Entity that are owned or purported to be owned by the Company or any of its Subsidiaries (“Company Registered IP”) (showing in each, as applicable, the filing date, date of issuance, expiration date and registration or application number, and registrar).

(2)The Company or a Subsidiary of the Company solely and exclusively owns, free and clear of all Liens (other than Permitted Liens), all (3)Since January 1, 2021, the Company and each of its applicable Subsidiaries have taken and take commercially reasonable actions to maintain and protect any Trade Secrets included in Company-Owned IP. Neither the Company nor any of its Subsidiaries has disclosed any Trade Secret that is material to the business of the Company and any applicable Subsidiaries to any third person other than pursuant to a written confidentiality agreement under which such third person agrees to maintain the confidentiality of and protect such Trade Secret.

(4)Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole (i) since January 1, 2021, there have been no notices or claims filed with a Governmental Entity or sent to or served on the Company or any of its Subsidiaries, or threatened in writing, by any third person (A) contesting the validity, use, ownership, enforceability, patentability or registrability of any Company Registered IP, or (B) alleging any infringement, misappropriation or other violation of any Intellectual Property of any third person by the Company or any of its Subsidiaries (including any material offers to license any Intellectual Property of any third person); (ii) to the knowledge of the Company, the operation of the business of the Company and its Subsidiaries has not and does not infringe, misappropriate or violate any Intellectual Property of any third person; and (iii) to the knowledge of the Company, since January 1, 2021 no third person has infringed, misappropriated or violated any of the Company-Owned IP.

(5)All current and past employees and contractors who have developed any material Intellectual Property for or on behalf of the Company or any of its Subsidiaries have executed valid, written agreements with the Company or one of its Subsidiaries, pursuant to which such persons agreed to maintain in (6)The Company or its Subsidiaries owns, leases, licenses, or otherwise has the legal right to use all technology devices, computers, Software, servers, networks, workstations, routers, hubs, circuits, switches, data communications lines, and all other information technology equipment, all data stored therein or possessed thereby, and all associated documentation, that are owned or used in the conduct of the businesses of the Company or any of its Subsidiaries (“Business Systems”), and such Business Systems are sufficient for the needs of the business of the Company and any of its Subsidiaries as currently conducted. The Company and its Subsidiaries maintain commercially reasonable disaster recovery and business continuity plans, procedures and facilities, and there has not been any material failure of any Business Systems that has not been remedied or replaced in all material respects.

(7)Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries (i) currently comply and since January 1, 2021 have complied, with all applicable Privacy and Data Security Requirements, and (ii) have each implemented commercially reasonable data security safeguards designed to protect the security and integrity of (a) its Business Systems, (b) any information related to an identified or identifiable individual (which may include name, address, telephone number, email address, financial account number, or government-issued identifier), household, browser or device (c) any other data that can be used or which allows one to identify, contact, or precisely locate an individual, including any internet protocol address or other persistent identifier, and (d) any other, similar information or data, each to the extent defined as “personal data,” “personal information,” “personally identifiable information” or similar terms by applicable Privacy and Data Security Laws (“Personal Information”) in the possession or control of the Company or any of its Subsidiaries, including, in each case, implementing reasonable tools to prevent the introduction of viruses, time bombs, logic bombs, trojan horses, trap doors, back doors or other computer instructions, devices or techniques that are designed to threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, maliciously encumber, hack into, incapacitate, infiltrate or slow or shut down a computer system or any component of such computer system, including any such device affecting system security or compromising or disclosing user data in an unauthorized manner (“Disabling Devices”). To the knowledge of the Company, the Business Systems do not contain any Disabling Device. Since January 1, 2021, neither the Company nor any of its Subsidiaries has (x) experienced any material data security breaches or other material unauthorized use of, or access to, any Personal Information in the possession or control of the Company or any of its Subsidiaries; or (y) been subject to or received written notice of any material Proceeding by any Governmental Entity or any client of the Company or any of its Subsidiaries, or received any material claims or complaints in writing, or written threats regarding the receipt, collection, use, storage, processing, sharing, security, disclosure or transfer of Personal Information, or the material violation of any applicable Privacy and Data Security Requirements, and, to the Company’s knowledge, there is no reasonable basis for the same.

(s)Taxes.

“Privacy and Data Security Laws” means all applicable Laws regarding privacy, cybersecurity or the receipt, collection, use, storage, processing, sharing, security, disclosure or transfer of (1)The Company and each of its Subsidiaries: (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required by any applicable Laws to be filed by any of them as of the date hereof, and all such filed Tax Returns are complete and accurate in all material respects; (ii) have timely paid all material Taxes that are shown as due on such filed Tax Returns and any other material Taxes that the Company or any of its Subsidiaries are otherwise obligated to pay, except with respect to Taxes that are being contested in good faith and are disclosed in Section 2.2(s)(1) of the Company Disclosure Schedule, and no penalties or charges are due with respect to the late filing of any such material Tax Return required to be filed by or with respect to any of them; (iii) with respect to all such material Tax Returns filed by or with respect to any of them, have not waived any statute of limitations with respect to material Taxes or agreed to any extension of time with respect to a material assessment or deficiency relating to such Taxes; and (iv) do not have any dispute, audit, examination or similar proceeding in respect of material Taxes or Tax matters that is either ongoing or proposed or threatened in writing.

(2)Neither the Company nor any of its Subsidiaries is a party to, is bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of credits or losses) or has any liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment other than an agreement, contract or arrangement solely among the Company and its Subsidiaries.

(3)None of the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting (including an improper method of accounting) for a taxable period ending on or prior to the Closing Date under Code Section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax Law) or other provisions of applicable Law; (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Law) or other agreement with any Tax authority executed on or prior to the Closing Date; (iii) installment sale or open transaction made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (v) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law); (vi) income arising or (4)Each of the Company and its Subsidiaries has withheld and (to the extent legally required) paid to the appropriate Tax authority all material Taxes required by any applicable Laws to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, member, customer, stockholder or other third party and has complied in all material respects with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes.

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

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

(7)Neither the Company nor any of its Subsidiaries has requested or received a ruling in respect of Taxes, or entered into any agreement in respect of Taxes (including a private letter ruling, closing agreement or gain recognition agreement) from or with any Tax authority.

(8)Neither the Company nor any of its Subsidiaries has, in any year for which the applicable statute of limitations remains open, distributed stock of another person, or has had its stock distributed by another person, in a transaction that was purported or intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code.

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

(10)There are no material Tax Liens upon any assets of the Company or any of its Subsidiaries except for Permitted Liens.

(11)The Company is not, has not been and does not expect to become a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(12)Neither the Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries was required to file any Tax Return that was not filed.

(13)As used in this Agreement, the term “Tax” (and, with correlative meaning, “Taxes”) means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, escheat, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, environmental, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest imposed by any Governmental Entity with respect thereto.

(14)As used in this Agreement, the term “Tax Return” means any return, report or similar statement filed or required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

(t)Takeover Statutes. No Takeover Statute is applicable to the Company, the Securities or the transactions contemplated hereby. “Takeover Statute” means any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation.

(u)Knowledge as to Conditions. As of the date of this Agreement, the Company knows of no reason why any regulatory approvals and, to the extent necessary, any other approvals, authorizations, filings, registrations and notices required or otherwise a condition to the consummation of the transactions contemplated by this Agreement will not be obtained.

(v)Material Contracts.

(1)Section 2.2(v) of the Company Disclosure Schedule lists, as of the date hereof, the following types of contracts and agreements to which the Company or any of its Subsidiaries is a party (such contracts and agreements as are required to be set forth on Section 2.2(v) of the Company Disclosure Schedule being the “Company Material Contracts”):

(A)each contract and agreement with consideration paid or payable to the Company or any of its Subsidiaries of more than $500,000, in the aggregate, over the twelve (12)-month period ending December 31, 2023;

(B)each contract and agreement with suppliers to the Company or any of its Subsidiaries for expenditures paid or payable by the Company or any of its Subsidiaries of more than $250,000, in the aggregate, over the twelve (12)-month period ending December 31, 2023;

(C)all broker, distributor, dealer and placement agent agreements to which the Company or any of its Subsidiaries is a party that are material to the business of the Company or any of its Subsidiaries;

(D)all contracts providing for the development of any material Software or Intellectual Property, independently or jointly, either by or for the Company or any of its Subsidiaries (other than employment contracts, employee invention assignment agreements and consulting agreements with authors in substantially the form as the Company’s or any of its Subsidiaries’ standard form of agreement); (E)all contracts and agreements evidencing Indebtedness (other than those between the Company and its Subsidiaries and loans or credit lines made to customers in the ordinary course of business) in amounts in excess of $250,000 individually;

(F)all formation, governance, management or similar agreements of any partnership, joint venture, profit-sharing, long-term strategic alliance agreement, carry interest or similar agreements to the extent such arrangement is material to the Company and its Subsidiaries, taken as a whole;

(G)all contracts and agreements with any Governmental Entity to which the Company or any of its Subsidiaries is a party, other than any Company Permits;

(H)all contracts and agreements that materially limit, or purport to materially limit, the ability of the Company or any of its Subsidiaries to engage in or compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person;

(I)all contracts and agreements relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) that was entered into after January 1, 2021, in each case with a fair market value or purchase price in excess of $1,000,000;

(J)all contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any of its Subsidiaries that relates to the Company, any of its Subsidiaries or their respective businesses, in each case, other than in the ordinary course of business;

(K)all leases or master leases of personal property reasonably likely to result in annual payments of $1,000,000 or more in a twelve (12)-month period;

(L)all (i) contracts and agreements which involve the license or grant of rights under material Company-Owned IP by the Company or any of its Subsidiaries to any third party, and (ii) contracts and agreements which involve the license or grant of rights under material Intellectual Property by any third party to the Company or any of its Subsidiaries (other than non-exclusive licenses for unmodified, generally commercially available, “off-the-shelf” Software that have been granted on standardized, generally available terms);

(M)all contracts and agreements containing a put, call or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than $1,000,000;

(N)all contracts and agreements that grant any right of first refusal or right of first offer or similar right with respect to assets or businesses owned or leased by the Company and material to the Company (O)any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) or any other contract that is material to the Company and its Subsidiaries, taken as a whole, including, for the avoidance of doubt, the Tax Receivable Agreement, dated as of January 3, 2023, by and among Alvarium Tiedemann Holdings, Inc., Alvarium Tiedemann Capital, LLC and the persons named therein.

(2)(i) Each Company Material Contract is a legal, valid and binding obligation of the Company or the Subsidiary party thereto and, to the knowledge of the Company, is enforceable in accordance with its terms against the other parties thereto; there are, to the knowledge of the Company, no grounds for termination, rescission, avoidance, or repudiation of any Company Material Contract and neither the Company nor any of its Subsidiaries is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or its Subsidiaries or any other party thereto, except for breaches, defaults or cancellations as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (ii) to the Company’s knowledge, no other party is in material breach or violation of, or material default under, any Company Material Contract; and (iii) the Company and its Subsidiaries have not received any written notice of default under any such Company Material Contract. The Company has furnished or made available to Purchaser true and complete copies of all Company Material Contracts without redaction, including all amendments thereto that are material in nature.

(w)Insurance.

(1)The Company has made available to Purchaser true and correct copies of each material insurance policy under which the Company or any of its Subsidiaries is an insured, a named insured or otherwise the principal beneficiary of coverage as of the date hereof (the “Insurance Policies”).

(2)Section 2.2(w)(2) of the Company Disclosure Schedule sets forth, with respect to each Insurance Policy: (i) the names of the insurer, the principal insured and each named insured that is the Company or any of its Subsidiaries, (ii) the policy number, (iii) the period, scope and amount of coverage and (iv) the premium most recently charged.

(3)All Insurance Policies provide adequate coverage for all normal risks incident to the business of the Company and its Subsidiaries and their respective properties and assets, except for any such failures to maintain insurance policies that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. With respect to each Insurance Policy, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole: (i) the policy is legal, valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions)

and, except for policies that have expired under their terms in the ordinary course, is in full force and effect; (ii) neither the Company nor any of its Subsidiaries is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice) and, to the knowledge of the Company, no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, under the policy; and (iii) to the knowledge of the Company, no insurer on the policy has been declared insolvent or placed in receivership, conservatorship or liquidation.

(x)Certain Business Practices.

(1)Since January 1, 2021, none of the Company, any of its Subsidiaries or, to the knowledge of the Company, any of their respective directors or officers, agents or employees, in each case while engaged by the Company or any of its Subsidiaries, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries.

(2)To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actions.

(y)Sanctions Laws.

(1)None of the Company, any of its Subsidiaries, or, to the Company’s knowledge, any of their respective directors, officers, employees or agents, in each case while engaged by the Company or any of its Subsidiaries, is, or since January 1, 2019 was, a Restricted Person.

“Restricted Person” means (a) any person that is a resident of, located in, or organized under the Laws of, or acting for or on behalf of, a Sanctioned Country; (b) the government of any Sanctioned Country; (c) any government that is the subject or target of restrictions under Sanctions Law; or (d) any person that is owned or controlled, directly or indirectly, by or acts for or on behalf of persons that are designated on any of the following lists, as updated, substituted or replaced from time to time: (i) the United Nations Security Council’s “Consolidated United Nations Security Council Sanctions List”; (ii) the lists of persons subject to Sanctions Laws, as administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), including OFAC’s “Specially Designated Nationals and Blocked Persons List,” the “Foreign Sanctions Evaders,” and the “Sectoral Sanctions Identifications List”; (iii) the U.S. Department of Commerce, Bureau of Industry and Security’s “Entity List,” “Denied Persons List” or “Unverified List”; (iv) the U.S. Department of State’s list of debarred parties and lists of individuals and entities that have been designated pursuant to sanctions and/or non-proliferation statutes that it administers and related executive orders; (v) His Majesty’s Treasury of United Kingdom’s “Consolidated List of Financial Sanctions Targets in the UK”; and (vi) any additional list promulgated, designated, or enforced by a Sanctions Authority. “Sanctions Authority” means the United Nations Security Council, U.S. Department of the Treasury, the U.S. Department of Commerce, the U.S. Department of State, His Majesty’s Treasury of the United Kingdom any other government or regulatory body, institution or agency with authority to enact Sanctions Laws in any country and/or territory with jurisdiction over any Party. “Sanctions Laws” means all economic, trade or financial sanctions statutes, regulations, executive orders, decrees, judicial decisions, restrictive measures or other acts having the force of Law enacted, adopted, administered, imposed, or enforced from time to time by any Sanctions Authority. “Sanctioned Country” means at any time, a country or territory that is the target of comprehensive economic or trade sanctions under Sanctions Laws. As of the date of this Agreement, Sanctioned Countries include the Crimea and so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria.

(2)Since January 1, 2021, none of the Company, any of its Subsidiaries, or, to the Company’s knowledge, any of their respective directors, officers, employees or agents is in violation of, or has violated, Sanctions Laws.

(3)None of the Company, any of its Subsidiaries, or to the Company’s knowledge, any of their respective directors, officers, employees or agents: (i) is or has been subject to any action, suit, claim, proceeding, prosecution, settlement, formal or informal notice, or investigation with respect to Sanctions Laws; or (ii) has made a voluntary, directed or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any alleged noncompliance with Sanctions Laws.

(z)Related-Party Transactions. There are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, agreements, arrangements or understandings or series of related transactions, agreements, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any current or former director or “executive officer” (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries or any person who beneficially owns (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) more than 5% of the outstanding voting securities of the Company (or any of such person’s immediate family members or Affiliates) (other than Subsidiaries of the Company), on the other hand, of the type required to be reported in any Company Report pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act that have not been so reported on a timely basis.

(aa)RIA Compliance Matters.

(1)Section 2.2(aa) of the Company Disclosure Schedule lists the name of each of the Company and its Subsidiaries that is registered or licensed under the applicable Law of a country other than the U.S. to provide Investment Advisory Services in the country where it provides such services (the “Company Non-U.S. RIA Entities”) or is registered as an investment adviser under the Investment Advisers Act or the laws of any state of the United States (the “Company U.S. RIA Entities” and, together with the Company Non-U.S. RIA Entities, the “Company RIA Entities”) and each jurisdiction in which it is, or since January 1, 2021, has been, registered or licensed to provide Investment Advisory Services, in each case as of the date hereof. Each Company RIA Entity is and has been, since January 1, 2021, duly registered or licensed as an investment adviser under applicable Law (if required to be so registered or licensed under applicable Law) or exempt therefrom, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except for the Company RIA Entities, neither the Company nor any of its Subsidiaries provides Investment Advisory Services in any jurisdiction.

(2)Since January 1, 2021, (i) each Form ADV and each amendment to Form ADV of each Company U.S. RIA Entity has been timely filed and, as of the date of filing with the SEC (and with respect to Form ADV Part 2B or its equivalent, its date), was true and correct, (ii) each Company U.S. RIA Entity has delivered a brochure and a brochure supplement to each client in accordance with the requirements of Rule 204-3 under the Investment Advisers Act, and (iii) with respect to each Company U.S. RIA Entity that has a client who is a retail investor (as the term “retail investor” is defined in SEC Rule 204-5 under the Investment Advisers Act) Part 3 of Form ADV (Form CRS), a Form CRS has been timely provided to each retail investor, and a current Form CRS has been posted as required on any website maintained by such Company U.S. RIA Entity, except in each case under clauses (i)–(iii) as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(3)Each Company RIA Entity has (x) designated and approved a chief compliance officer in accordance with Rule 206(4)-7 under the Investment Advisers Act or other applicable Law and (y) established in compliance with the requirements of applicable Law, and maintained in effect since January 1, 2021, (i) written anti-Money Laundering policies and procedures that incorporate, among other things, a written customer identification program, (ii) a code of ethics and a written policy regarding insider trading and the protection of material non-public information, (iii) written cyber security and identity theft policies and procedures, (iv) written policies and procedures designed to protect non-public personal information about Clients and other third parties, (v) written recordkeeping policies and procedures, and (vi) other policies required to be maintained by such Company RIA Entity under applicable Law, including (to the extent applicable) Rules 204A-1 and 206(4)-7 under the Investment Advisers Act, except, in each case under clauses (x) and (y)(i)–(vi), as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(4)With respect to each Company U.S. RIA Entity, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (i) none of such Company U.S. RIA Entity, its control persons, its directors, officers, or employees (other than employees whose functions are solely clerical or ministerial), or, to the knowledge of the Company, any of such Company U.S. RIA Entity’s other “associated persons” (as defined in the Investment Advisers Act) is (A) subject to ineligibility pursuant to Section 203 of the Investment Advisers Act to serve as a registered investment adviser or as an “associated person” of a registered investment adviser, (B) subject to disqualification pursuant to Rule 206(4)-1 under the Investment Advisers Act or (C) subject to disqualification under Rule 506(d) of Regulation D under the Securities Act, unless in the case of the foregoing clause (A), (B) or (C), such Company U.S. RIA Entity or “associated person” has received effective exemptive relief from the SEC with respect to such ineligibility or disqualification, and (ii) there is no Proceeding pending or threatened in writing by any Governmental Entity that would reasonably be expected to result in the ineligibility or disqualification of such Company U.S. RIA Entity or any of its “associated persons” to serve in such capacities or that would provide a basis for such ineligibility or disqualification. None of the Company, any of its Subsidiaries, any officer, director or employee thereof or, to the knowledge of the Company, any other “affiliated person” (as defined in the Investment Company Act of 1940 (the “Investment Company Act”)) thereof is subject to ineligibility pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a Registered Fund, nor is there any Proceeding pending or threatened in writing, by any Governmental Entity, which would provide a basis for such ineligibility. Each employee of the Company or any of its Subsidiaries who is required to be registered or licensed as a registered representative, principal, investment adviser representative, salesperson or equivalent with any Governmental Entity is duly registered or licensed as such, and such registration or license is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Registered Fund” means any company that (i) is registered as an investment company under Section 8 of the Investment Company Act, (ii) has elected to be regulated as a business development company under Section 54 of the Investment Company Act, or (iii) operates as an employees’ securities company within the meaning of Section 2(a)(13) of the Investment Company Act.

(5)Each Company RIA Entity is, and since January 1, 2021, has been, in compliance with (i) the applicable provisions of the Investment Advisers Act and/or (ii) all other applicable Laws of the jurisdictions in which such Company RIA Entity acts as an investment adviser, except in each case as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(6)No Company RIA Entity is currently subject to, or since January 1, 2021 has received written notice of, an examination, inspection, investigation or inquiry by a Governmental Entity. Each Company RIA Entity that has in the past undergone an examination, inspection, investigation or inquiry from a Governmental Entity and that has received, at the conclusion thereof, communication from such Governmental Entity regarding the outcome of such examination, inspection, investigation or inquiry (e.g., a “deficiency letter” or other such communication) has remedied or otherwise corrected any issue(s) or compliance matter(s) identified in such communication in the manner asserted in (7)No Company RIA Entity is prohibited from charging fees to any person pursuant to a “pay-to-play” rule or requirement applicable to such Company RIA Entity (including, with respect to each Company U.S. RIA Entity, Rule 206(4)-5 under the Investment Advisers Act), except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(8)Neither the Company nor any of its Subsidiaries has, since January 1, 2021, entered into or been a party to any effective agreement with any person to (i) solicit or find investors for investment in any Fund or (ii) solicit or find investment advisory clients for the Company or any of its Subsidiaries, except (A) in the case of subclause (i), with persons who either are and at all times relevant were registered with any and all Governmental Entities as required by Law to conduct such activities or are and at all times relevant were exempt from such registration under applicable Law and, since November 4, 2022, in compliance with Rule 206(4)-1 under the Investment Advisers Act and (B) in the case of subclause (ii), pursuant to a written agreement in conformance with Rule 206(4)-3 or Rule 206(4)-1, as applicable, under the Investment Advisers Act. “Fund” means each vehicle for collective investment (1) that is not registered with the SEC as an investment company under the Investment Company Act, and (2) for which a Company or one or more Company Subsidiaries acts as the sponsor, general partner, managing member, trustee, investment manager, investment adviser, sub-adviser, or in a similar capacity.

(ab)Client Agreements.

(1)Section 2.2(bb) of the Company Disclosure Schedule lists, as of the date hereof, each investment advisory agreement entered into by the Company or any of its Subsidiaries with a client or customer of the Company (the “Clients”) for the purpose of providing investment management or investment advisory services, including any subadvisory services, that involve acting as an “investment adviser” within the meaning of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or other applicable Law (“Investment Advisory Services”) to such client or customer (each, an “Advisory Agreement”) with consideration paid or payable to the Company or any of its Subsidiaries of more than $500,000, in the aggregate, over the twelve (12)-month period ending December 31, 2023.

(2)Each Advisory Agreement includes all provisions required by and complies in all respects with the Investment Advisers Act and other applicable Law, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(3)Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each account of a client of the Company or any of its Subsidiaries is being managed, and has, since January 1, 2021 (or the inception of the relationship, if later), been managed, by the applicable Company RIA Entity in compliance with (i) applicable Law, (ii) the Client’s Advisory Agreement, and (iii) the Client’s (4)No Company RIA Entity provides Investment Advisory Services to any person other than the Clients.

Each Company RIA Entity provides Investment Advisory Services to Clients solely pursuant to written Advisory Agreements.

(5)To the knowledge of the Company, the execution and delivery by the Company of this Agreement and the Investor Rights Agreement does not and will not, and the performance by the Company of its obligations under this Agreement and the Investor Rights Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any party to any Advisory Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(ac)Funds.

(1)Neither the Company nor any of its Subsidiaries currently advises, has plans to commence advising, or, since January 1, 2021, has advised any Registered Funds.

(2)Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:

(A)Each Fund currently is and has, since January 1, 2021, been operated in compliance with (i) applicable Law, (ii) its Organizational Documents, registration statements, prospectuses, offering documents and agreements, and (iii) its written investment objectives, policies and restrictions.

(B)No Fund is or, since January 1, 2021 was, required to register as an investment company under the Investment Company Act.

(C)Since January 1, 2021, none of the offering memoranda used in connection with an offering of shares, units or interests of any Fund, including any supplemental advertising and marketing materials prepared by or on behalf of the Company or any of its Subsidiaries thereof, contained an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(D)There are no liabilities or obligations of any Fund of any kind whatsoever, whether known or unknown, accrued, contingent, absolute, determined, determinable or otherwise other than such liabilities or obligations as are disclosed and provided for in the balance sheet of such Fund or referred to in the notes thereto contained in the most recent report (i) distributed by such Fund to its stockholders or other interest holders or (ii) as applicable, filed with a non-U.S. Governmental Entity.

(E)There are no Proceedings pending or, to the knowledge of the Company, threatened in writing, before any Governmental Entity, or (F)No Fund is suspending redemptions and there are no material outstanding written requests for redemptions in any of such Funds.

(ad)Broker-Dealer Compliance Matters.

(1)Neither the Company nor any of its Subsidiaries is a registered “broker” or “dealer” (as defined Section 3(a)(4) and 3(a)(5) of the Exchange Act) engaging in such activity within the United States or with investors located in the United States (absent an available registration exception or exemption) (a
Broker-Dealer”) with the SEC or any state or other jurisdiction in which it would be required to be so registered, or has been, except for those entities listed on Section 2.2(dd) of the Company Disclosure Schedule (each, a “Broker-Dealer Entity”). Each Broker-Dealer Entity (a) has been duly registered as a Broker-Dealer with the SEC or any and each state and other jurisdictions in which it is required to be so registered, or has been required to be so registered or (b) is, and since January 1, 2021 has been, a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and each other broker-dealer SRO of which it is required to be a member. Each natural person whose functions require him or her to be licensed as a representative or principal of, and registered with, each Broker-Dealer Entity is registered with FINRA and all applicable states and other jurisdictions, and such registrations are not, and since January 1, 2021 have not been, suspended, revoked or rescinded and remain in full force and effect.

(2) (i) Each current Form BD of a Broker-Dealer Entity is, and any Form BD of a Broker-Dealer Entity filed before either Closing Date will be at the time of filing, in compliance with the applicable requirements of the Exchange Act, the rules thereunder and the rules of any SRO, as applicable; and (ii) each Broker-Dealer Entity serving a retail investor (as the term “retail investor” is defined in SEC Rule 17a-14 under the Exchange Act and in Form CRS adopted thereunder) has prepared and filed with the SEC a Form CRS complying with Rule 17a-14, and each such Form CRS is, and any amendment to Form CRS filed before either Closing Date will be at the time of filing, in compliance with the applicable requirements of the Exchange Act. A Form CRS has been timely provided to each retail investor, and a current Form CRS has been posted as required on any website maintained by such Broker-Dealer Entity.

(3)No Broker-Dealer Entity, or any of its Affiliates, or any of its “associated persons” (as defined in the Exchange Act) is (A) ineligible pursuant to Section 15(b) of the Exchange Act to serve as a Broker-Dealer or as an “associated person” of a Broker-Dealer, (B) subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act, (C) subject to any material Proceedings that would be required to be disclosed on Form BD or Forms U-4 or U-5 (and which Proceedings are not actually disclosed on such person’s current Form BD or current Forms U-4 or U-5) to the extent that such person or its associated persons is required to file such forms, or (D) subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of such person as broker-dealer, municipal securities dealer, government securities broker (4)No fact relating to any Broker-Dealer Entity or any “control affiliate” of a Broker-Dealer Entity, as defined in Form BD, requires any response in the affirmative to any question in Item 11 of Form BD, except to the extent that such facts have been reflected on Form BD of such Broker-Dealer Entity, as applicable.

(5)Since January 1, 2021, the Brokerage Services performed by each Broker-Dealer Entity have been conducted in compliance with all requirements of the Exchange Act, the rules and regulations of the SEC, FINRA, and any applicable state securities regulatory authority or SRO, as applicable. “Brokerage Services” means brokerage, broker-dealer transaction processing, dealer, distributorship, custodial, and related services, or any other services that involve acting as a broker-dealer, and performing ancillary services and activities related or incidental thereto. Each Broker-Dealer Entity has established, in compliance with the requirements of applicable Law, and maintained in effect, since January 1, 2021, written policies and procedures reasonably designed to achieve compliance with the Exchange Act, the SEC rules thereunder, and the rules of each applicable SRO (“BD Compliance Policies”), including those required by (i) applicable FINRA rules, including FINRA Rule 3110, 3120 and 3130, (ii) anti-Money Laundering Laws, including a written customer identification program in compliance therewith, (iii) privacy Laws including policies and procedures with respect to the protection of nonpublic personal information about clients of the Company or any of its Subsidiaries and other third parties and (iv) identity theft Laws, and approved such principals, managers and other supervisors as are required under the aforementioned Laws. All such BD Compliance Policies comply in all material respects with applicable Laws.

(6)Each Broker-Dealer Entity currently maintains, and since January 1, 2021 has maintained, “net capital” (as such term is defined in Rule 15c3-1(c)(2) under the Exchange Act) equal to or in excess of the minimum “net capital” required to be maintained by the respective Broker-Dealer Entity, and in an amount sufficient to ensure that it is not required to file a notice under Rule 17a-11 under the Exchange Act.

(7)No Governmental Entity has, since January 1, 2021, formally initiated any Proceeding (other than ordinary course examinations) with respect to a Broker-Dealer Entity and no Broker-Dealer Entity has received a written “Wells Notice”, other written indication of the commencement of an enforcement action from the SEC, FINRA or any other Governmental Entity or other written notice alleging any material noncompliance with any applicable Law governing the operations of each Broker-Dealer Entity. There are no unresolved material violations or material exceptions raised by any Governmental Entity with respect to a Broker-Dealer Entity. Since January 1, 2021, no Broker-Dealer Entity has settled any Proceeding of the SEC, FINRA or any other Governmental Entity. No Broker-Dealer Entity has been subject to any Proceeding in connection with any applicable Law governing the operation of a Broker-Dealer Entity. No Broker-Dealer Entity is currently subject to, and has not received any written notice of, an examination, inspection, investigation or inquiry by a Governmental Entity, and (ae)CPO/CTA Compliance.

Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole:

(1)Neither the Company nor any of its Subsidiaries is required to be registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a CPO/CTA, and certain of the Subsidiaries that might otherwise have been required to register as a CPO/CTA have claimed available exemptions from registration (the “Exempt CPO/CTA Entities”). Each Exempt CPO/CTA Entity has duly claimed, and, since January 1, 2021, has complied to the extent required with, the requirements for an exemption from registration as a CPO/CTA.

(2)Each of the Company and its Subsidiaries, including any Exempt CPO/CTA Entity is in compliance in all material respects with the applicable provisions of the Commodity Exchange Act (“CEA”) and of the regulations of the CFTC and the National Futures Association (“NFA”) and any applicable SRO.

(3)(i) None of the Company and its Subsidiaries, including any Exempt CPO/CTA Entities, or any of their officers or employees is (A) ineligible to serve as an “associated person” or “principal” of a CPO/CTA, (B) subject to a “statutory disqualification” under Section 8a(2) of the CEA, (C) subject to any material disciplinary Proceedings that would be required to be disclosed on Form 7-R or Form 8-R (and which disciplinary Proceedings are not actually disclosed on such person’s current Form 7-R or current Form 8-R) to the extent that such entity or individual is required to file such forms, or (D) subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of or suspension or revocation of the registration of such person as a CPO/CTA or associated person or principal of a CPO/CTA under Section 8a(4) of the CEA and (ii) there is no Proceeding pending or, to the knowledge of the Company, threatened by any Governmental Entity that would reasonably be expected to result in any of the circumstances described in the foregoing clauses (A), (B), (C) and (D).

(4)To the knowledge of the Company, no fact relating to the Company or any Subsidiary, including any Exempt CPO/CTA Entity or any individual who would be a “principal” of an Exempt CPO/CTA Entity, as defined in Form 8-R, requires any response in the affirmative to any question relating to “Criminal Disclosures” in the Form 7-R or in the principal’s Form 8-R, except to the extent that such facts have been reflected on such forms.

(5)To the knowledge of the Company, no Governmental Entity has, since January 1, 2021, formally initiated a Proceeding with respect to the Company or any Subsidiary, including any Exempt CPO/CTA Entity, and no such entity has received any written indication of the commencement of a Proceeding from the CFTC, the NFA or any other Governmental Entity, or other notice alleging any material noncompliance with any applicable Law governing its operations.

(6)None of the Company, any of its Subsidiaries, or any Affiliate of the Company is or has been registered with the CFTC as a futures commission (af)CFIUS.

The Company does not (a) produce, design, test, manufacture, fabricate or develop one or more critical technologies, as defined at 31 C.F.R. § 800.215, or (b) perform any of the functions set forth in column 2 of Appendix A to 31 C.F.R. part 800 with respect to covered investment critical infrastructure, as defined at 31 C.F.R. § 800.212 or (c) maintain or collect, directly or indirectly, sensitive personal data, as defined at 31 C.F.R. § 800.241, of U.S. citizens.

(ag)Restricted Activities.

(1)Neither the Company nor any of its Subsidiaries has any interests of the nature set forth on Company Disclosure Schedule 2.2(gg)(1).

(2)Neither the Company nor any of its Subsidiaries nor any other person directly or indirectly “controlled” (as defined in the Investment Company Act) by the Company serves or acts in the capacities set forth on Company Disclosure Schedule 2.2(gg)(2).

(ah)Brokers. With the exception of the engagement of Oppenheimer & Co., neither the Company nor any of its Subsidiaries nor any of its or their respective officers or directors has employed any broker, finder, placement agent or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated hereby.

(ai)Other Investments. The per-share purchase price of the Series A Preferred Stock purchased under the Other Investment Agreement is not less than the Preferred Stock Price Per Share. Neither the Company nor any of its Subsidiaries has entered into any (or modified any existing) contract, agreement, arrangement or understanding with any purchaser party to the Other Investment Agreement (or any Affiliate thereof) that has the effect of establishing rights or otherwise benefiting such other purchaser in a manner more favorable to such purchaser than the rights, benefits and obligations of Purchaser in this Agreement (it being understood that the Other Investment Agreement may differ with respect to such other purchaser’s governance rights with respect to the Company).

(aj)No Other Company Representations of Warranties. Except for the representations and warranties made by the Company in this Section 2.2, neither the Company, any of its Subsidiaries nor any other person makes any express or implied representation or warranty with respect to the Company, any of its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company, any of its Subsidiaries nor any other person makes or has made any representation or warranty to Purchaser or any of its Affiliates or its or their respective Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or (B) except for the representations and warranties made by the Company in this Section 2.2, any oral or written information presented to Purchaser or any of its Affiliates or its or their respective Representatives in the course of (x) their due diligence investigation of the Company or its Subsidiaries, (y) the negotiation of this Agreement or (z) the transactions contemplated hereby. The Company acknowledges and agrees that neither Purchaser nor any other person has made or is making any express or implied representation or warranty other than those contained in Section 2.3.

1.3Representations and Warranties of Purchaser. Purchaser hereby makes the representations and warranties set forth in this Section 2.3 to the Company:

(a)Organization and Authority. Purchaser is duly formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Purchaser and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or standing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to prevent or materially delay Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

(b)Authorization.

(1)Purchaser has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Closings. The execution and delivery by Purchaser of this Agreement, and the execution and delivery of the Investor Rights Agreement and the performance of Purchaser’s obligations thereunder, have been duly and validly approved by Purchaser. This Agreement has been and, at the Initial Closing, the Investor Rights Agreement will be, duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto constitutes, or will at each Closing constitute, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as limited by the Remedies Exceptions.

(2)The execution and delivery of this Agreement and the Investor Rights Agreement by Purchaser does not and the performance of its obligations under this Agreement and the Investor Rights Agreement by Purchaser will not (i) conflict with or violate Purchaser’s Organizational Documents, (ii) conflict with or violate any Law applicable to Purchaser or by which any property or asset of Purchaser is bound or affected, or (iii) violate, conflict with, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in any material payment or penalty under, or give to others any right of termination, amendment, acceleration or cancellation of any indebtedness, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Purchaser, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, prevent or materially delay Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

(3)The execution and delivery by Purchaser of this Agreement and the Investor Rights Agreement does not and will not, and the performance by Purchaser of its obligations under this Agreement and the Investor Rights Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Exchange Act, Securities Act, state securities or Blue Sky Laws, (ii) as set forth on Section 1.2(d)(1)(B) of the Company Disclosure Schedule or (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

(c)Purchase for Investment.

(1)Purchaser acknowledges that the Securities have not been registered under the Securities Act or under any state securities Laws. Purchaser (i) is acquiring the Securities pursuant to an exemption from registration under the Securities Act and is acquiring the Securities solely for Purchaser’s own account for investment purposes and not with a present intention to distribute any of the Securities to any person, (ii) will not sell or otherwise dispose of any of the Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Securities and of making an informed investment decision, (iv) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act), and (v) is able to bear the economic risk and lack of liquidity inherent in holding the Securities.

(2)Purchaser (i) acknowledges that Purchaser has received access to information Purchaser considers necessary or appropriate for deciding whether to acquire the Securities, and (ii) represents that Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to evaluate the merits and risks of a purchase of the Securities.

(3)Purchaser has considered the suitability of the Securities as an investment in light of Purchaser’s own circumstances and financial condition, and Purchaser is able to bear the risks associated with an investment in the Securities.

(4)No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to (i) Purchaser or (ii) any of its Rule 506(d) Related Parties (as defined below). Purchaser hereby agrees that, prior to either Closing, Purchaser shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to Purchaser or any of its Rule 506(d) Related Parties. “Rule 506(d) Related Party” shall mean (x) any beneficial owner of 20% or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power, or (y) a person or entity that, directly or indirectly, has or shares, or is deemed to have or share, voting or dispositive power with respect to the securities of the Company owned by Purchaser.

(d)Financial Capability. At the Initial Closing, Purchaser will have available funds necessary to pay the Initial Purchase Price and consummate the Closing on the terms and conditions contemplated by this Agreement. At the Additional Closing, Purchaser will have available funds necessary to pay the Additional Purchase Price and consummate the Closing on the terms and conditions contemplated by this Agreement.

(e)Knowledge as to Conditions. As of the date of this Agreement, Purchaser knows of no reason why any regulatory approvals and, to the extent necessary, any other approvals, authorizations, filings, registrations, and notices required or otherwise a condition to the consummation by it of the transactions contemplated by this Agreement will not be obtained.

(f)Anti-Money Laundering, Anti-Corruption and Anti-Terrorism Laws.  The funds representing the Purchase Price do not represent proceeds of crime for the purpose of any applicable anti-money laundering or anti-terrorist legislation, regulation, guideline or other Law. Purchaser is in compliance with, and has not, since January 1, 2021, violated the United States of America Patriot Act of 2001, as amended, or any other applicable anti-money laundering, anti-corruption and anti-terrorism Laws.

(g)Orders; Proceedings.  There is no material Proceeding pending or threatened in writing or, to the knowledge of Purchaser, otherwise threatened against Purchaser, or any material property or asset of Purchaser, or any of its current or former directors or executive officers, before any Governmental Entity and none of Purchaser or any of its Subsidiaries, any of its or their current or former directors or executive officers, or any material property or asset of Purchaser or any of its Subsidiaries is subject to any continuing Order or other similar written agreement with any Governmental Entity, in each case, except as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

(h)Brokers. Neither Purchaser nor any of its officers or directors has employed any broker, finder, placement agent or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated hereby.

(i)Ownership. Immediately prior to the Initial Closing Date, Purchaser and its Affiliates do not own of record or beneficially any shares of Class A Common Stock, securities convertible into or exchangeable for Class A Common Stock or other capital securities of the Company. Other than this Agreement or the Investor Rights Agreement, Purchaser has no agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any securities of the Company with any other person, including with respect to the transactions contemplated by this Agreement.

(j)Information Supplied. The information supplied or to be supplied by Purchaser in writing specifically for inclusion or incorporation by reference in any applicable proxy statements or any other documents filed or to be filed with the SEC or any other Governmental Entity in connection with the transactions contemplated by this Agreement will not 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 were made, not misleading.

(k)No Other Purchaser Representation and Warranties. Except for the representations and warranties made by Purchaser in this Section 2.3, neither Purchaser, any of its Affiliates nor any other person makes any express or implied representation or warranty with respect to Purchaser, any of its Affiliates or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. Without limiting the foregoing disclaimer, except for the representations and warranties made by Purchaser in this Section 2.3, neither Purchaser, any of its Affiliates nor any other person makes or has made any representation or warranty to the Company or any of its Affiliates or its or their respective Representatives with respect to any oral or written information presented to the Company or any of its Affiliates or its or their respective Representatives in the course of (x) the negotiation of this Agreement or (y) the transactions contemplated hereby.

Purchaser acknowledges and agrees that neither the Company nor any other person has made or is making any express or implied representation or warranty and Purchaser is not relying on any statement, representation or warranty, oral or written, express or implied, including without limitation any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Purchaser, its Affiliates or any of their respective Representatives or any other person, other than those expressly set forth in Section 2.2 as qualified by the Company Disclosure Schedules. Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 2.2 hereof and in the Company Disclosure Schedules, none of the Company or any of its Affiliates or Representatives has made any express or implied representation or warranty with respect to the Company or any of its Subsidiaries, and Purchaser has not relied on any representation or warranty other than those expressly set forth in Section 2.2 hereof and in the Company Disclosure Schedules.

1.1Interim Operations.

(a)The Company shall, and shall cause each of its Subsidiaries to, from and after the date hereof until the earliest of the Additional Closing, the end of the Additional Shares Notice Period and the termination of this Agreement (unless Purchaser shall otherwise approve in writing), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law, conduct its business in the ordinary course and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use, their respective commercially reasonable efforts to maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, clients, suppliers, licensors, licensees, distributors, creditors, lessors, employees and agents. From and after the date hereof until the earliest of the Additional Closing, the end of the Additional Shares Notice Period and the termination of this Agreement, the Company shall provide notice to Purchaser if the Other Investor consents to an action restricted pursuant to Section 3.1(b)(3), (4) or (6)–(10) of the Other Investment Agreement.

(b)Without limiting the generality of and in furtherance of the foregoing sentence, from and after the date hereof until the earliest of the Additional Closing, the end of the Additional Shares Notice Period and the termination of this Agreement, except as otherwise expressly required by this Agreement, required by a Governmental Entity or applicable Law, expressly required by the terms of any Company Material Contract in effect prior to the date of this Agreement (correct and complete copies of which have been made available to Purchaser) or entered into following the date of this Agreement in accordance with the terms of this Section 3.1, as approved in writing by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) or set forth in Section 3.1(b) of the Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to:

(1)adopt or propose any change in its Organizational Documents (other than to correct scrivener’s errors or immaterial or ministerial amendments);

(2)merge or consolidate with any other person, except for any such transactions solely among wholly owned Subsidiaries of the Company or in connection with any acquisition permitted by clause (3) below, or restructure, reorganize or completely or partially liquidate;

(3)reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, other equity interests or securities convertible or exchangeable into or exercisable for any shares of its capital stock or other equity interests, in each case except in connection with tax withholding obligations of the Company; or

(4)agree, authorize or commit to do any of the foregoing.

1.2Reasonable Best Efforts.

(a)On the terms and subject to the conditions set forth in this Agreement, the Company, on the one hand, and Purchaser, on the other hand, shall (and shall cause their respective Affiliates to) cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated hereby as soon as reasonably practicable, including to (i) promptly prepare and file (as applicable) all permits, consents, approvals, confirmations (whether in writing or orally) and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated hereby or the conversion of the Series C Preferred Stock or exercise of the Warrant, including those listed on Section 1.2(f)(1)(C) of the Company Disclosure Schedules in respect of the purchase of Additional Shares, as promptly as reasonably practicable following the date hereof and in any event no later than fifteen (15) business days following the date hereof, and (ii) respond to any request for information from any Governmental Entity relating to the foregoing, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or Purchaser to pay or commit to pay any amount or incur any material obligation in favor of or grant any material accommodation (financial or otherwise) to any person in connection with such efforts. In no event shall Purchaser be required to agree to provide capital or other financial support to the Company or any of its Subsidiaries thereof other than the Purchase Price to be paid for the Purchased Stock to be purchased by it pursuant to the terms of, or subject to the conditions set forth in, this Agreement.

(b)To the extent permitted by Law, each of Purchaser and the Company will (i) have the right to review in advance all information to the extent relating to such party and any of its respective Affiliates and its and their respective directors, officers, partners and stockholders which appears in any proposed filings to be made with, or written materials to be submitted to, any Governmental Entity (and each will consult with the other party relating to the exchange of such filings and shall consider in good faith any comments made by the other party in relation thereto, including with respect to all information which appears in any filings relating to the other party and any of its respective Affiliates and its and their respective directors and officers) and (ii) keep each other reasonably informed of, and consult with the other in advance of, any substantive meeting or conference with any Governmental Entity that is reasonably likely to relate to the transactions contemplated by this Agreement or affect Purchaser or its investment in the Company in connection with the transactions.

In exercising the foregoing right, each party agrees to act reasonably and as promptly as reasonably practicable. To the extent permitted by applicable Law, each party agrees to keep the other party reasonably apprised of the status of matters referred to in this Section 3.2(b).

(c)To the extent permitted by applicable Law, the parties shall promptly advise each other upon receiving any material communication from any Governmental Entity whose consent, waiver, approval or authorization is required for the consummation of the transactions contemplated by this Agreement, including any communication that causes such party to believe that there is a reasonable likelihood that any required approval, consent or authorization from a Governmental Entity related to the transactions contemplated by this Agreement will not be obtained or that the receipt of such approval, consent or authorization will be materially delayed or conditioned.

1.3Access to Information. Upon reasonable notice and subject to applicable Laws, the Company shall, and shall cause each of its respective Subsidiaries to, afford to the officers, employees, accountants, counsel, advisers and other representatives of Purchaser access, during normal business hours during the period prior to the earlier of the Additional Closing Date and the end of the Additional Shares Notice Period, to all their properties, books, personnel, and records and, during such period, the Company shall, and shall cause its respective Subsidiaries to, make promptly available to Purchaser such information concerning its business, properties and personnel as Purchaser may reasonably request, including the information set forth in Section 3.3 of the Company Disclosure Schedule, to the extent permitted by applicable Law. Purchaser shall use commercially reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the Company’s customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law, Order, fiduciary duty, duty of confidentiality or binding agreement entered into prior to the date of this Agreement. The Company and Purchaser will use commercially reasonable efforts to cooperate and request waivers or make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

1.4Reserved.

1.5Most Favored Nation. To the extent (a) the Company enters into any amendment to, or modification of, the Other Investment Agreement or any other agreement or arrangement with the Other Investor, or any of its Affiliates as of the date hereof, including any side letter or similar arrangement (each, an “MFN Agreement” and an “MFN Party”, respectively) after the date hereof (an “Amended Arrangement”) and (b) such Amended Arrangement has the effect of establishing rights under, or altering or supplementing terms of, any of the MFN Agreements that, without giving effect to any such amendment or modification, are equivalent to the rights set forth in this Agreement or any other agreement to which the Company and Purchaser or any of its Affiliates is a party as of the date hereof (the “Equivalent Rights”) in a manner that would (i) provide the MFN Party with rights that are more favorable than the Equivalent Rights, (ii) make any securities issued to any MFN Party Senior Securities (as defined in the Series C Certificate of Designations) relative to the Series C Preferred Stock or (iii) make any securities issued to any MFN Party, other than the Series A Preferred Stock, Parity Securities (as defined in the Series C Certificate of Designations), with the Series C Preferred Stock, the Company shall, in any such case, promptly and in good faith disclose such Amended Arrangement to Purchaser.

In connection therewith, Purchaser shall be offered the opportunity to receive the same rights and/or seniority, granted by the Company in any such Amended Arrangement, whether entered into as of the date hereof or hereafter (in the case of seniority, in a manner that preserves the seniority of the Series C Preferred Stock and Series A Preferred Stock relative to all other classes of outstanding Capital Stock). Purchaser shall be deemed to reject any such offer, unless, within twenty (20) business days after receiving the final execution version of such Amended Arrangement, it delivers written notice to the Company accepting some or all of the additional rights offered in such Amended Arrangement. However, if Purchaser accepts any such offer, in whole or in part, the Company shall promptly enter into such agreements, including any relevant amendments or modifications of existing agreements, which Purchaser may reasonably request. For the avoidance of doubt, for purposes of this Section 3.5, the governance rights of the Other Investor to nominate members to the Board and to have a nominated Board member serve on the Transaction Committee shall not be construed as Equivalent Rights. For the avoidance of doubt, nothing herein shall override or otherwise limit any approval rights of the Series C Preferred Stock pursuant to the Series C Certificate of Designations.

1.6Reserved.

1.7Reserved.

1.8Board Observer.

(a)For so long as Purchaser (together with its Affiliates) beneficially owns at least 50% of the Purchased Stock, Purchaser shall be entitled to appoint an observer to the Company’s Board of Directors (the “Board”) and the Transaction Committee (the “Purchaser Observer”). For the avoidance of doubt, the right to appoint an observer to the Board and the Transaction Committee shall not be transferrable to any person other than an Affiliate of Purchaser.

(b)The Purchaser Observer shall be entitled to attend all meetings of the full Board and the Transaction Committee (whether in person, telephonic, electronic or other) in a non-voting, observer capacity. The Company will give notice of such Board or Transaction Committee meetings to the Purchaser Observer at the same time and in the same manner that it gives notice to Board or Transaction Committee members and, unless the Board determines otherwise based on factors identified in Section 3.8(d), will give the Purchaser Observer copies of all documents furnished to any Board or Transaction Committee member in connection with any such meeting. Purchaser may change the Purchaser Observer at any time upon delivery to the Company of reasonable prior written notice signed by Purchaser. Subject to Section 3.8(d), the Company shall allow the Purchaser Observer to attend Board or Transaction Committee meetings by telephone or electronic communication if desired. The failure of the Purchaser Observer to attend any meeting (or to receive any portion of a notice of a meeting) or to receive any materials or other information shall not prevent any such meeting from proceeding or otherwise affect the validity of such meeting (or any written consent in lieu of a meeting) or any actions taken at such meeting (or any written consent in lieu of such meeting). The Purchaser Observer shall not be entitled to vote on any matters submitted to a vote at any meeting.

(c)Unless the Board in good faith determines otherwise based on factors identified in Section 3.8(d), the Company shall provide to the Purchaser Observer copies of all notices, minutes, consents and other materials that it provides to the members of the Board or Transaction Committee (collectively, “Board Materials”), at the same time and in the same manner as such information is delivered to the Board or Transaction Committee members.

(d)Notwithstanding anything in this Section 3.8 to the contrary, the Company may exclude the Purchaser Observer from access to any Board Materials, meeting or portion thereof if (1) the Board concludes, acting in good faith, upon advice of the Company’s counsel, that such exclusion is reasonably necessary to preserve the attorney-client or work product privilege between the Company or its Affiliates and its counsel; provided, however, that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege, (2) such exclusion is necessary or advisable (in the reasonable and good faith judgment of the Board or the Transaction Committee, as the case may be) to comply with the terms and conditions of bona fide confidentiality agreements with third parties or applicable law, or (3) such Board Materials or discussion relates to a bona fide existing or potential conflict of interest between the Company or any of its Affiliates, on the one hand, and Purchaser, the Purchaser Observer or any of their respective Affiliates, on the other hand.

(e)The Purchaser Observer shall not be entitled to any fees or other compensation for acting as an observer; provided, that the Company shall be responsible for all reasonable and customary out-of-pocket expenses incurred in connection with the Purchaser Observer’s attendance at Board and Transaction Committee meetings in the same manner and to the same extent as such expenses are reimbursed for members of the Board, which amounts shall be reimbursed in cash as incurred.

(f)No person shall be appointed as a Purchaser Observer until such person has entered into a reasonable and customary board observer agreement whereby he/she agrees to hold in confidence all information so provided.

1.1Reservation for Issuance. The Company will reserve that number of shares of Class A Common Stock as are sufficient for issuance upon conversion of the Purchased Stock and exercise of the Warrants.

1.2Indemnity.

(a)From and after the Initial Closing and subject to the provisions of this Section 4.2, the Company agrees to indemnify and hold harmless Purchaser and its Affiliates and each of their respective officers, directors, partners, members and employees from and against any and all Proceedings, costs, losses, liabilities, damages, expenses (including reasonable attorneys’ fees and disbursements), amounts paid in settlement and other costs (collectively, “Losses”) arising out of or resulting from (1) any inaccuracy in or breach of the Company’s representations or warranties in this Agreement, (2) the Company’s breach of agreements or covenants made by the Company in this Agreement or (3) the matters set forth in Section 4.2(a)(3) of the Company Disclosure Schedule.

(b)From and after the Initial Closing and subject to the provisions of this Section 4.2, Purchaser agrees to indemnify and hold harmless each of the Company and its Affiliates and each of their officers, directors, partners, members and employees from and against any and all Losses arising out of or resulting from (1) any inaccuracy in or breach of Purchaser’s representations or warranties in this Agreement or (2) Purchaser’s breach of agreements or covenants made by Purchaser in this Agreement.

(c)A party entitled to indemnification hereunder (each, an “Indemnified Party”) shall give written notice to the party indemnifying it (the “Indemnifying Party”) of any claim with respect to which it seeks indemnification promptly after the discovery by such Indemnified Party of any matters giving rise to a claim for indemnification; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 4.2 unless and to the extent that the Indemnifying Party shall have been actually and materially prejudiced by the failure of such Indemnified Party to so notify such party. Such notice shall describe in reasonable detail such claim to the extent then known by the Indemnified Party. In case any such action, suit, claim or proceeding is brought against an Indemnified Party, the Indemnified Party shall be entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided, however, that, if the action, suit, claim or proceeding does not seek any injunctive or equitable relief or any criminal penalties, then the Indemnifying Party shall be entitled to assume and conduct the defense thereof at its own expense and through counsel of its choice reasonably acceptable to the Indemnified Party by giving notice of its intention to do so to the Indemnified Party within ten (10) business days of the receipt of such claim notice from the Indemnified Party, unless the counsel to the Indemnified Party advises such Indemnifying Party in writing that such claim involves a conflict of interest (other than one of a monetary nature) that would reasonably be expected to make it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, in which case the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party (except that the Indemnifying Party shall only be liable for the legal fees and expenses of one law firm for all Indemnified Parties, taken together with respect to any single action or group of related actions). If the Indemnifying Party assumes the defense of any claim, all Indemnified Parties shall thereafter deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim, and each Indemnified Party shall reasonably cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not be liable for any settlement of any action, suit, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, condition or delay its consent. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise (A) includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding, (B) provides solely for the payment of money damages and not any injunctive or equitable relief or criminal penalties and (C) does not create any financial or other obligation on the part of an Indemnified Party which would not be indemnified in full by the Indemnifying Party.

(d)The Company shall not be required to indemnify the Indemnified Parties pursuant to Section 4.2(a)(1) (other than with respect to any Company Fundamental Representations, which shall not be subject to the following limitations), (1) with respect to any claim for indemnification if the amount of Losses with respect to such claim (including a series of related claims) is less than $75,000 (any claim involving Losses less than such amount being referred to as a “De Minimis Claim”) and (2) unless and until the aggregate amount of all Losses incurred with respect to all claims (other than De Minimis Claims) pursuant to Section 4.2(a)(1) exceed an amount equal to one percent (1%) of the Purchase Price (the “Threshold Amount”), in which event the Company shall be responsible for the entirety of such Losses.