BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 28th, 2024 • Delaware
This Business Combination Agreement, dated as of October 7, 2024 (this “Agreement”), is entered into by and among Younited, S.A., a company incorporated under the laws of France (the “Company”), Iris Financial, a Cayman Islands exempted company with limited liability (“Iris”), Ripplewood Holdings I LLC, a Delaware limited liability company (“Sponsor”) (solely with respect to (x) the provisions of Article I and Article VI to which it expressly has an obligation or right and (y) Article VIII, Article IX and Article X) and each of the holders of Company Equity Interests that are, or become pursuant to Section 1.10, a party to this Agreement (each, a “Seller” and collectively, acting severally and not jointly under this Agreement, the “Sellers”). Capitalized terms that are used but not otherwise defined herein shall have the respective meanings ascribed to such terms in Section 10.01.