Exhibit 2.3

AGREEMENT AND PLAN OF MERGER

by and among

ANGEL STUDIOS, INC.,

ANGEL BLACK AUTUMN MERGER SUB, INC.,

BLACK AUTUMN SHOW, INC.

and

MATTHEW PETERSON, AS STOCKHOLDER REPRESENTATIVE

November 14, 2025

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Exhibits and Schedules

Exhibit AForm of Support Agreement

Exhibit BForm of Key Operator Stock Restriction Agreement

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”) is made as of November 14, 2025, by and among Angel Studios, Inc., a Delaware corporation (the “Buyer”), Angel Black Autumn Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the Buyer (the “Merger Sub”), Black Autumn Show, Inc., a Delaware corporation (the “Company”), and Matthew Peterson (the “Stockholder Representative”).

RECITALS

WHEREAS, the boards of directors of the Buyer, the Merger Sub and the Company have each determined that it would be advisable and in the best interests of their respective stockholders for the Buyer to acquire the Company upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the acquisition of the Company will be effected through a merger of the Merger Sub with and into the Company (the “Merger”) in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), with the Company continuing as the Surviving Corporation in the Merger as a wholly-owned Subsidiary of the Buyer;

WHEREAS, for federal income tax purposes (and any comparable provision of state or local Law), it is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code (and any comparable provisions of state or local Law), and this Agreement is intended to be, and by executing this Agreement is adopted as, a plan of reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 356 and 361 of the Code;

WHEREAS, in the Merger, upon the terms and subject to the conditions of this Agreement, each issued and outstanding share of Company Stock (as defined below) will be converted into the right to receive the Merger Consideration (as defined below) and the Royalty Amount (as defined below);

WHEREAS, the board of directors of the Company has unanimously (i) approved this Agreement, the Merger and the other transactions contemplated hereby, (ii) determined that the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Company and the Company Stockholders, and (iii) recommended the approval by the Requisite Company Stockholders of the principal terms of this Agreement and the Certificate of Merger (each as defined below);

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the transactions contemplated by this Agreement and also to prescribe certain conditions to the Merger; and

WHEREAS, as an inducement for the Buyer and the Merger Sub to enter into this Agreement and cause the Merger and the other transactions contemplated by this Agreement (i) concurrently with the execution and delivery of this Agreement, each Company Stockholder holding at least 3% of all issued and outstanding Company Stock, including each Key Operator, shall execute and deliver a Support and Joinder Agreement, in substantially the form attached

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hereto as Exhibit A (the “Support Agreement”) acknowledging their agreement to be bound by the terms and conditions of this Agreement and (ii) immediately following the execution and delivery of this Agreement, the Company shall seek to obtain and deliver to the Buyer a Written Consent (as defined below) executed by the Requisite Company Stockholders evidencing the Company Stockholder Approval.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions of this Agreement and other consideration, the value, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

“280G Stockholder Approval” has the meaning set forth in Section 6.16.

“Acquisition Proposal” means any proposal, whether or not in writing, made by a party to (a) acquire beneficial ownership (as defined under Rule 13(d) promulgated under the Exchange Act) of 10% or more of the assets of the Company (based on fair market value, as determined in good faith by the board of directors of the Company), (b) acquire a 10% or greater equity interest in the Company pursuant to a merger, consolidation or other business combination, sale of equity, exchange offer or similar transaction, or (c) enter into an exclusive intellectual property licensing transaction or similar transaction involving the Company, including any single or multi-step transaction or series of related transactions that is structured to permit such party to acquire beneficial ownership of such percentage of the assets of, or such a percentage of equity interest in, the Company.

“Adjusted Percentage Interest” means, with respect to each Company Stockholder, a percentage rounded to five decimal places resulting from the fraction for which the numerator is (a) the number of shares of Buyer Common Stock issued to such Company Stockholder in the Merger, and the denominator is (b) the total number of shares of Buyer Common Stock issued to all Company Stockholders in the Merger.

“Adjustment Process” means the dispute resolution process whereby any disputes regarding the calculation of Indebtedness, Company Transaction Expenses and Change in Control Payments included in the shall be submitted to an independent accounting firm (such as KPMG or Deloitte, mutually agreed upon by the parties within five Business Days of the dispute arising) for binding resolution within thirty (30) days. Costs of the accounting firm shall be borne by the non-prevailing party as determined by the accounting firm or if no prevailing party then equally shared by Buyer and Key Operators.

“Affiliate” means, with respect a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Person specified. In addition to the foregoing, if the specified Person is an individual, the term “Affiliate” also includes (a) the individual’s spouse, (b) the members of the immediate family (including parents, siblings and children) of the individual or of the individual’s spouse, and (c)

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any corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or indirectly, through one or more intermediaries controls, or is controlled by, or is under common control with any of the foregoing individuals. For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Aggregate Stock Consideration” means the number of shares of Buyer Common Stock equal to the quotient of (a) the Merger Consideration divided by (b) the Buyer Stock Price (which number of shares is fractional for purposes of the calculations contemplated under this Agreement).

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

“Ancillary Agreements” means, collectively, the Transmittal Letters and all other agreements and certificates delivered by the parties hereto and the Company Stockholders in connection with the consummation of the transactions contemplated by this Agreement.

“Business Day” means any day other than Saturday, Sunday or any day on which banking institutions in the State of Utah are closed either under applicable Law or action of any Governmental Authority.

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

“Buyer Common Stock” means the Class A Common Stock of the Buyer.

“Buyer SEC Documents” has the meaning set forth in Section 5.8.

“Buyer Stock Price” means $6.13 per share of Buyer Common Stock.

“Cancelled Stock” has the meaning set forth in Section 2.8(c).

“CARES Act” shall mean the Coronavirus Aid, Relief, and Economic Security Act.

“Cash” means cash and cash equivalents within the meaning of GAAP.

“Certificate of Merger” has the meaning set forth in Section 2.2.

“Change in Control Payments” means any (a) severance, change in control bonuses, and other similar payments that are required to be made by the Company to its employees and Contractors in connection with the Closing, and (b) payments arising under any consents, waivers or approvals of any other third Person (including any Governmental Authority) under any Contract or permit as are required in connection with the Merger or for any such Contract or permit with such third Person to remain in full force or effect following the Closing Date.

“Claim Notice” has the meaning set forth in Section 9.3(a).

“Closing” has the meaning set forth in Section 3.1.

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“Closing Consideration Schedule” has the meaning set forth in Section 6.12(a)(vi).

“Closing Date” has the meaning set forth in Section 3.1.

“Closing Date Balance Sheet” means the Company’s balance sheet as of the Closing Date prepared on a consistent basis with the Interim Balance Sheet.

“Closing Merger Consideration” has the meaning set forth in Section 2.16.

“Closing Statement” has the meaning set forth in Section 2.16.

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

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

“Company Bylaws” means the Bylaws of the Company, dated February 28, 2023.

“Company Charter” means the Restated Certificate of Incorporation of the Company, as filed with the Secretary of State on May 12, 2023.

“Company Common Stock” means shares of the Company’s Common Stock, par value $0.00001 per share.

“Company Eligible Individuals” means the Key Operators and any other employees, consultants, officers or other service providers of the Company.

“Company Enterprise Value” means $28,189,412.

“Company Intellectual Property” means all Intellectual Property used, held for use, or otherwise Exploited by the Company for use in the operation of the business of the Company as currently conducted and planned to be conducted.

“Company Plan” means any employee benefit plan, program or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) and any other written or oral plan, policy, Contract, agreement or arrangement of any kind involving direct or indirect compensation or benefits, including employment agreements, severance or other termination pay or benefits, redundancy pay, change in control, retention, performance, holiday pay, sick pay, vacation pay, fringe benefits, educational assistance, housing assistance, moving expense reimbursement, hospitalization benefits, dental benefits, vision benefits, life insurance, death benefits, disability benefits, pension, superannuation, retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock bonus, stock purchase, restricted stock or stock units, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation, that is maintained, sponsored, contributed to or required to be contributed to by the Company or any ERISA Affiliate (or that has been maintained or contributed to in the last six years by the Company or any ERISA Affiliate) for the benefit of any current or former director, officer, employee or consultant of the Company or any ERISA Affiliate, or with respect to which the Company or any ERISA Affiliate has or may have any Liability.

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“Company Preferred Stock” means, collectively, shares of the Company Series A-1 Preferred Stock, the Company Series A-CF Preferred Stock and the Company Series Seed Preferred Stock.

“Company Products” means all Black Autumn Show, Inc., the Homestead Film, the Homestead Series and the Homestead Family Survival Series merchandise that has been or is currently being developed, manufactured, made commercially available, marketed, distributed, provided, supported, sold, offered for sale, imported or exported for resale, or licensed out by or on behalf of the Company.

“Company SEC Documents” has the meaning set forth in Section 4.27.

“Company Series A-1 Preferred Stock” means shares of the Company’s Series A-1 Preferred Stock, par value $0.00001 per share.

“Company Series A-CF Preferred Stock” means shares of the Company’s Series A-CF Preferred Stock, par value $0.00001 per share.

“Company Series Seed Preferred Stock” means shares of the Company’s Series Seed Preferred Stock, par value $0.00001 per share.

“Company Stock” means, collectively, shares of Company Common Stock and Company Preferred Stock.

“Company Stockholder Approval” has the meaning set forth in Section 4.2.

“Company Stockholders” means all stockholders of the Company.

“Company Transaction Expenses” means the aggregate amount of all fees and expenses incurred by or required to be paid by the Company in connection with the negotiation, preparation, execution and performance of this Agreement, the Ancillary Agreements and the transactions contemplated hereby, including, without limitation, all legal, financial advisory, investment banking, accounting, consulting and other fees and expenses and any broker’s or finder’s fees, and including, without duplication, (a) any Transaction Payroll Taxes, and (b) the amount of the premium for the Tail Policy.

“Company Works” means all works relating to Black Autumn Show, Inc., the Homestead Film, the Homestead Series and the Homestead Family Survival Series, created or proposed to be created by or on behalf of the Company, including teasers, animations, stories, original music, voiceover recordings, characters and scripts and all media now known or hereafter devised and all forms of derivative works, including for example television/streaming series, video games, virtual reality, musical productions and similar creations.

“Confidentiality Agreement” has the meaning set forth in Section 6.7(a).

“Continuing Employees” means the employees of the Company who remain employees of, and continue after the Effective Time in the employment of, the Surviving Corporation or who become employees of Buyer or one of its Subsidiaries as of immediately after the Effective Time.

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“Contract” means any contract, agreement, lease, license, commitment, understanding, franchise, warranty, guaranty, mortgage, note, bond, option, warrant, right or other instrument or consensual obligation, whether written or oral.

“Contractors” has the meaning set forth in Section 4.16(b).

“Copyright” means all U.S. and foreign common law and statutory copyrights, works of authorship, Moral Rights in copyrights, rights or interests in copyrights (including the right to make publication thereof for copyright purposes, to register claims under copyright, the right to renew and extend such copyrights and the right to sue for past, present and future Infringements of copyright) interests in copyrights, all applications for copyrights, Registrations of copyrights, all reversions, restorations, renewals and extensions of copyrights, domestic and foreign, and rights in any other copyrightable subject matter throughout the world and universe, whether vested, contingent or inchoate, and whether presently available or coming into existence as the result of future legislation or the interpretation thereof.

“Data Security Requirements” means, collectively, all of the following to the extent relating to the access, collection, acquisition, processing, storage, destruction, disclosure, sharing, distribution, transfer, alternation, use or disposal of any Personal Information or otherwise relating to privacy, security, or security breach notification requirements and applicable to the business of the Company, or to any of the IT Assets or any Personal Information or confidential information or any other sensitive information relating to the business of the Company: (a) policies and procedures of the Company (including website privacy policies and internal information security procedures); (b) applicable Laws; (c) industry standards applicable to the industry in which the Company operates (including, if applicable, the PCI DSS); and (d) Contracts into which the Company has entered or by which it is otherwise bound.

“Deductible” has the meaning set forth in Section 9.4(b).

“DGCL” has the meaning set forth in the Recitals.

“Disclosure Schedule” means the disclosure schedule delivered pursuant to ARTICLE 4 by the Company to the Buyer concurrently with the execution and delivery of this Agreement.

“Dissenting Shares” has the meaning set forth in Section 2.10.

“Domain Names” means any and all URLs, internet domain names or other similar user interfaces.

“Effective Time” has the meaning set forth in Section 2.2.

“Encumbrance” means any charge, claim, mortgage, servitude, easement, right of way, covenant, equitable interest, license, lease or other possessory interest, lien, option, pledge, security interest, preference, priority, right of first refusal, restriction (other than any restriction on transferability imposed by federal or state securities Laws) or other encumbrance of any kind or nature whatsoever (whether absolute or contingent) other than Permitted Encumbrances.

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“Environmental Law” means any Law relating to the environment, natural resources, pollutants, contaminants, wastes, chemicals or public health and safety, including any Law pertaining to (a) treatment, storage, disposal, generation and transportation of toxic or hazardous substances or solid or hazardous waste, (b) air, water and noise pollution, (c) groundwater and soil contamination, (d) the release or threatened release into the environment of toxic or hazardous substances, or solid or hazardous waste, including emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals, (e) manufacture, processing, use, distribution, treatment, storage, disposal, transportation or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or oil or petroleum products or solid or hazardous waste, (f) underground and other storage tanks or vessels, abandoned, disposed or discarded barrels, containers and other closed receptacles, (g) public health and safety, and (h) the protection of wild life, marine sanctuaries and wetlands, including all endangered and threatened species.

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

“ERISA Affiliate” means any other Person that, together with the Company, would be treated as a single employer under Section 414 of the Code.

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

“Exchange Documents” has the meaning set forth in Section 2.9(b).

“Exploitation” (or any variant thereof) shall mean, regarding any asset or property (including any Intellectual Property), the exhibition, sale, distribution, publication, transmission, broadcast, telecast, streaming, performance, display, license, sublicense, use, reproduction, marketing, creating derivative works of, or otherwise commercially exploiting thereof, and all allied, ancillary, and subsidiary rights related thereto, by any means, methods, processes, media devices and delivery systems of every kind or character, whether now known or hereafter created. “Exploit” means to cause the Exploitation.

“FCPA” has the meaning set forth in Section 4.18(e).

“Financial Statements” has the meaning set forth in Section 4.5.

“Fully Diluted Share Number” means (a) the aggregate number of shares of Company Stock outstanding immediately prior to the Effective Time (other than the Cancelled Stock which are to be cancelled and retired in accordance with Section 2.8(c)), plus (b) the aggregate number of shares of Company Stock issuable upon the exercise in full of all options (whether vested or unvested) outstanding immediately prior to the Effective Time, plus (c) the aggregate number of shares of Company Stock issuable upon the conversion of any security, instrument or right convertible into or exchangeable or exercisable for Company Stock outstanding immediately prior to the Effective Time.

“Fundamental Representations” has the meaning set forth in Section 9.1.

“GAAP” means generally accepted accounting principles for financial reporting in the United States, as in effect as of the date of this Agreement.

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“General Cap” has the meaning set forth in Section 9.4(c).

“Governmental Authority” means any (a) nation, region, state, county, city, town, village, district or other jurisdiction, (b) federal, state, local, municipal, foreign or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), (d) multinational organization or international body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

“Governmental Authorization” means any approval, consent, ratification, waiver, license, permit, registration or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.

“Hazardous Material” means any waste or other substance that is listed, defined, designated or classified as, or otherwise determined to be, hazardous, radioactive or toxic or a pollutant or a contaminant under any Environmental Law, including any admixture or solution thereof, and including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials.

“Healthcare Reform Laws” means the Patient Protection and Affordable Care Act, Pub. L. No. 111-148, the Health Care and Education Reconciliation Act of 2010, Pub. L. No. 111-152, and the regulations and guidance issued thereunder.

“Homestead Film” means the film titled Homestead that the Company produced in 2024.

“Homestead Series” means the television/streaming series titled Homestead that the Company is producing.

“Homestead Family Survival Series” means the television/streaming series titled Homestead: Family Survival that the Company is producing.

“Improvements” has the meaning set forth in Section 4.11(f).

“Indebtedness” means, with respect to the Company, without duplication, (a) the unpaid principal amount of, and accrued interest on, all indebtedness for borrowed money of the Company (including with respect to any PPP Loans and any convertible indebtedness that remains outstanding immediately following the Merger), (b) all obligations of the Company evidenced by bonds, debentures, notes or other similar instruments or debt securities, (c) all unreimbursed obligations in respect of letters of credit and bankers’ acceptances issued for the account of the Company that have been drawn, (d) any indebtedness arising under capitalized leases, (e) any obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business and not past due for more than 61 days after the date on which each such trade payable or account payable was created, (f) any obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interests in such Person or any other Person or any warrants, rights or options to acquire such equity interests, (g) all deferred revenue, (h) any employer payroll taxes or other Taxes for Pre-Closing Tax Periods that have been deferred pursuant to the CARES Act or any other corresponding or similar provision of other applicable Law enacted in connection with COVID-19, (i) all guaranties of the Company

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in connection with clauses (a), (b), (c), (d), (e), (f), (g) or (h) above, and (j) all prepayment or repayment premiums, penalties, interest rate breakage fees or similar payments or fees required to be paid in connection with the prepayment or repayment of any Indebtedness described in clauses (a), (b), (c), (d), (e), (f), (g), (h) or (i) above.

“Indemnified Company Officers and Directors” has the meaning set forth in Section 6.19.

“Indemnified Parties” has the meaning set forth in Section 9.2(a).

“Indemnifying Parties” has the meaning set forth in Section 9.3(a).

“Infringement” or “Infringe” (or any variant thereof) means that a given item or activity, directly or indirectly (including secondarily, contributorily, vicariously or by inducement), infringes, misappropriates, constitutes unauthorized use, or otherwise violates the Intellectual Property rights of any Person.

“Intellectual Property” means, on a worldwide basis, any and all intellectual property (by whatever name or term known or designated) arising under Law or equity, whether or not filed, perfected, registered or recorded and whether now or later existing, filed, issued or acquired, including: (a) any and all United States and foreign patents and utility models and equivalent or similar rights anywhere in the world; (b) any and all United States and foreign Copyrights and neighboring rights; (c) any and all United States and foreign trademarks, service marks, brand names, certification marks, collective marks, trade names, trade dress, logos, designs, symbols, mottos, slogans, taglines, corporate names, d/b/a’s, product names, service names, character names, and all other indicia of commercial source or origin of a product or a service, and all goodwill associated therewith and symbolized thereby throughout the world; (d) any and all trade secrets and trade secret rights under applicable Law, and other rights in confidential information, including any and all confidential: (i) processing, marketing, business or customer information; (ii) inventions, processes, ideas, business methods, formulae, algorithms, licensee and licensor lists, specifications, designs and methods; and (iii) documentation relating thereto (including papers, drawings, reports, diaries, annotations and notebooks); (e) Domain Names and addresses, hashtags and Social Media Accounts; (f) rights of publicity and privacy and similar rights; (g) any and all other intellectual and proprietary rights of any kind or nature, including any and all tangible or intangible embodiments of any of the foregoing, in any form and in any media; (h) any and all registrations, applications, renewals, extensions, continuations, continuations-in-part, provisionals, divisions, reissues and re-examinations thereof now or hereafter in force throughout the universe relating to any of the foregoing, in each case with a Governmental Authority; and (i) any and all assertions of claims or commencements of Proceedings (whether past, present or future) arising from or related to any of the foregoing, including the sole, exclusive and independent right to enforce any and all such claims or Proceedings.

“Interim Balance Sheet” has the meaning set forth in Section 4.5(b).

“IRS” means the Internal Revenue Service and, to the extent relevant, the Department of Treasury.

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“IT Assets” means the software, hardware, electronic data processing, information, record keeping, communications, telecommunications, networks, websites, interfaces, platforms, servers, circuits, peripherals and other computer, telecommunications and information technology systems and processes owned or purported to be owned, or licensed, leased, outsourced, used, or held for use by the Company in connection with the conduct of the business of the Company or otherwise related thereto, together with all data and information stored in or transmitted by any of the foregoing.

“Judgment” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator.

“Key Operator Relative Share” means, for any Key Operator, the percentage equal to (a) such Key Operator’s Adjusted Percentage Interest divided by (b) the sum of all the Key Operators’ Adjusted Percentage Interests.

“Key Operator Stock Restriction Agreements” means, collectively, the (a) Stock Restriction Agreement, dated as of the Closing Date, by and between the Buyer and Jayson Orvis, (b) Stock Restriction Agreement, dated as of the Closing Date, by and between the Buyer and Ben Kasica, and (c) Stock Restriction Agreement, dated as of the Closing Date, by and between the Buyer and Brett Crocket, each in substantially the form attached hereto as Exhibit B, as may be amended in good faith between the parties.

“Key Operators” means, collectively, Jayson Orvis, Ben Kasica, and Brett Crockett.

“Knowledge” with respect to the Company, means with respect to any fact, circumstance, event or other matter in question, the actual knowledge of such fact, circumstance, event or other matter by Jayson Orvis, Ben Kasica, Brett Crocket, Matthew Peterson and Benton Crane after due and diligent inquiry or, if exercising reasonable care each such individual would be expected to discover or become aware of that fact or matter in the course of carrying out his/her duties and responsibilities on behalf of the Company.

“Law” means any constitution, law, statute, treaty, rule, regulation, ordinance, code, binding case law, principle of common law or notice of any Governmental Authority.

“Leased Real Property” has the meaning set forth in Section 4.11(b).

“Liability” includes liabilities, debts or other obligations of any nature, whether known or unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or to become due or otherwise, and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP.

“Losses” means any loss, damage, fine, judgement, assessment, penalty, expense (including reasonable attorneys’ or other professional fees and expenses and court costs), injury, suits, claims, audits, investigations, Liability, Tax, Encumbrance or other cost, expense or adverse effect whatsoever, whether or not involving a third party claim.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse

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to (a) the business, results of operations, financial condition or assets of the Company, or (b) the ability of the Company to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any changes in applicable Laws or accounting rules, including GAAP; (vi) any epidemics, pandemics (including COVID-19), disease outbreaks, or other public health emergencies; or (vii) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (vii) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company compared to other participants in the industries in which the Company conducts its business.

“Material Contracts” has the meaning set forth in Section 4.13(b).

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

“Merger Consideration” means, when expressed as a dollar amount, an amount equal to the Company Enterprise Value (1) minus the outstanding Indebtedness of the Company as of the close of business on the Closing Date, (2) minus the amount of unpaid Company Transaction Expenses as of the close of business on the Closing Date, and (3) minus Change in Control Payments as of the close of business on the Closing Date.

“Merger Sub” has the meaning set forth in the Preamble.

“Moral Right” means all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like.

“NYSE” means New York Stock Exchange LLC.

“Objection Notice” has the meaning set forth in Section 9.3(a).

“Occupational Safety and Health Law” means any Law designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions other than an Environmental Law.

“Offer Documents” has the meaning set forth in Section 6.17(a).

“Owned Intellectual Property” means the Company Intellectual Property owned or purported to be owned by the Company as of the Closing Date.

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“Permitted Encumbrances” means any (a) statutory liens securing payments not yet due, (b) liens for Taxes and other similar governmental charges and assessments which are not yet due and payable, or (c) non-exclusive end-user licenses of Intellectual Property entered into in the ordinary course of business.

“Per Share Merger Consideration” means (a) the Merger Consideration, divided by (b) the Fully Diluted Share Number.

“Person” means an individual or an entity, including a corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity, or any Governmental Authority.

“Personal Information” means any data or information that relates to privacy or security or identifies, relates to, describes, is reasonable capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, household or device, including any personal information, personally identifiable information, or personal or other data or information protected under any applicable Law, Contract or data privacy or security rule, policy or procedure.

“PPP Loan” means the aggregate principal amount and accrued interest for borrowed money pursuant to the Paycheck Protection Program established by the CARES Act.

“Pre-Closing Period” has the meaning set forth in Section 6.1.

“Pre-Closing Tax Period” means any taxable period or portion thereof ending on or prior to the Closing Date.

“Proceeding” means any complaint, charge, action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“Pro Rata Share” means, with respect to each Company Stockholder, a percentage obtained by dividing the number of shares of Company Stock held by such Company Stockholder as of immediately prior to the Effective Time by the Fully Diluted Share Number.

“Real Property Permits” has the meaning set forth in Section 4.11(g).

“Registered Intellectual Property” means Owned Intellectual Property that has been issued by, or registered with, or the subject of a pending application filed with, as applicable, any Governmental Authority anywhere in the world.

“Registration Statement” means the Registration Statement on Form S-4, or other appropriate form, including any pre-effective or post-effective amendments or supplements thereto, to be filed with the SEC by the Buyer under the Securities Act with respect to the Registration Statement Securities.

“Registration Statement Securities” has the meaning set forth in Section 6.17(a).

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“Representatives” has the meaning set forth in Section 6.5(a).

“Requisite Company Stockholders” means the holders of at least ninety-five percent (95%) of the outstanding shares of Company Preferred Stock (voting as a single class on an as-converted basis) and the outstanding shares of Company Common Stock.

“Royalty Amount” means $6,900,000.

“Royalty Shares” means that number of shares of Buyer Common Stock equal to the Royalty Amount divided by $$6.13, subject to customary adjustment for any stock split, stock dividend, reverse split, recapitalization, reclassification, combination, exchange of shares, or similar event affecting Buyer Common Stock between the date of this Agreement and the Effective Time “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means Securities and Exchange Commission.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Section 280G Payments” has the meaning set forth in Section 6.16.

“Securities Act” has the meaning set forth in Section 4.4(b).

“Security Breach” means any actual, alleged or suspected (a) cyber or security breach or incident involving, or intrusion, denial of service, or unauthorized access or use of, any of the IT Assets, (b) interference with operations or security safeguards of any of the IT Assets, including any phishing incident or ransomware attack, or (c) loss, corruption, damage, or unauthorized access, collection, acquisition, processing, storage, destruction, disclosure, sharing, distribution, transfer, alteration, use or disposal of any Personal Information or confidential information or any other sensitive information relating to the business of the Company.

“Social Media Accounts” means any and all accounts, profiles, identifiers, handles, pages, feeds, registrations and other presences on or in connection with any: (a) social media or social networking website or online service; (b) blog or microblog; (c) mobile application; (d) photo, video or other content-sharing website; (e) virtual game world, virtual social world or the metaverse; (f) rating and review website; (g) wiki or similar collaborative content website; or (h) message board, bulletin board, or similar forum, or any successor to or future equivalent of the foregoing.

“Stockholder Notice” has the meaning set forth in Section 6.11(b).

“Stockholder Representative” has the meaning set forth in the Preamble.

“Straddle Period” has the meaning set forth in Section 6.15(b).

“Subsidiary” means, with respect to a specified Person, any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other

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interests having such power only upon the happening of a contingency that has not occurred) are held by the specified Person or one or more of its Subsidiaries. When used in this Agreement without reference to a particular Person, “Subsidiary” means a Subsidiary of the Company.

“Support Agreement” has the meaning set forth in the Recitals.

“Surviving Corporation” has the meaning set forth in Section 2.1.

“Surviving Corporation Bylaws” has the meaning set forth in Section 2.4.

“Surviving Corporation Charter” has the meaning set forth in Section 2.4.

“Tail Policy” has the meaning set forth in Section 6.19.

“Tax” means (a) any federal, state, local, foreign and other jurisdiction’s tax, charge, fee, duty (including customs duty), levy or assessment, including any taxes based upon, measured by or related to income, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, occupation, franchise, excise, escheat, value added, goods and service, stamp, transfer, excess profits, profits, occupational, premium, windfall profits, severance, license, registration, payroll, environmental, capital stock, capital duty, disability, estimated,

gains, wealth, welfare, withholding, employment, unemployment and social security or other tax of whatever kind (including any fee, assessment and other charges in the nature of or in lieu of any tax) that is imposed by any Governmental Authority, (b) any interest, fines, penalties or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any related contest or dispute, and (c) any items described in this paragraph that are attributable to another Person but that the Company is liable to pay by Law (including Treasury Regulations Section 1.1502-6), by Contract or otherwise, whether or not disputed.

“Tax Contest” has the meaning set forth in Section 6.15(d).

“Tax Incentive” has the meaning set forth in Section 4.14(u).

“Tax Return” means any report, return, declaration, claim for refund, or information return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Payroll Taxes” means the employer portion of any payroll or other employment taxes incurred with respect to any Change in Control Payments or other compensatory payments made pursuant to the Merger or any other transaction contemplated by this Agreement.

“Transfer Taxes” means any and all transfer, documentary, sales, use, stamp, registration, value added, recording, and other similar Taxes and fees arising in connection with the transactions contemplated by this Agreement (including any penalties and interest), together with any costs or expenses incurred in preparing and filing any related Tax Returns or documents.

“Transmittal Letter” has the meaning set forth in Section 2.9(b).

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“United States” or “U.S.” means the United States of America.

“Written Consent” has the meaning set forth in Section 6.11(a).

Construction. Any reference in this Agreement to an “Article,” “Section,” “Exhibit” or “Schedule” refers to the corresponding Article, Section, Exhibit or Schedule of or to this Agreement, unless the context indicates otherwise. The table of contents and the headings of Articles and Sections are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement. All words used in this Agreement should be construed to be of such gender or number as the circumstances require. The term “including” means “including without limitation” and is intended by way of example and not limitation. Any reference to a statute refers to the statute, any amendments or successor legislation, and all regulations promulgated under or implementing the statute, as in effect at the relevant time. Any reference to a Contract or other document as of a given date means the Contract or other document as amended, supplemented and modified from time to time through such date.

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from the Effective Time until his, her or its successor has been duly elected or appointed and qualified in the manner provided in the Surviving Corporation Charter and Surviving Corporation Bylaws or as otherwise provided by Law.

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in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise are not entitled to appraisal of such shares of Company Stock under such Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the appropriate portion of the Merger Consideration and Royalty Amount allocable to such shares. From and after the Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her or its shares for any purpose or receive payment of dividends or other distributions with respect to his or her or its shares (except dividends or distributions payable to stockholders of record at a date which is prior to the Effective Time). Prior to the Effective Time, the Company shall provide the Buyer prompt written and oral notice of any demands for appraisal or payment of the fair value of any shares of Company Stock, the withdrawal of such demands and any other related instruments served pursuant to the DGCL and received by the Company. The Company shall provide the Buyer the opportunity to reasonably participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL and the Buyer may offer to settle or settle such demands and the Company shall not offer to settle or settle such demands without the prior written consent of the Buyer.

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purposes (and any comparable provision of state or local Law). This Agreement shall be interpreted consistent with that intent, unless otherwise required by applicable Law. No party shall take or cause to be taken (or permit any of its Affiliates to take or cause to be taken) any action, or fail to take or cause to be taken (or permit any of its Affiliates to fail to take or cause to be taken) any action, in each case, which would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code (and any comparable provision of state or local Law). Each party shall cause all Tax Returns to be prepared and filed on the basis of treating the Merger as a “reorganization” within the meaning of Section 368(a) of the Code and shall not (or permit any of its Affiliates to) take any position inconsistent therewith in any Tax filing or Proceeding, except as otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code). Buyer makes no representations or warranties to any of the Company or the Company Stockholders regarding the Tax treatment of the Merger, or any of the Tax consequences to any of the Company or the Company Stockholders of this Agreement, the Merger or any of the other transactions contemplated by this Agreement. The Company acknowledges that the Company and the Company Stockholders are relying solely on their own Tax advisors in connection with this Agreement, the Merger and the other transactions.

The Company Stockholders shall be liable for, and shall hold the Buyer and its Affiliates harmless against, fifty percent (50%) of any Transfer Taxes imposed in any Tax jurisdiction, including any state or local Tax jurisdiction, that become payable in connection with the Merger and transactions contemplated by this Agreement, with the Buyer responsible for the remaining fifty percent (50%) of such Transfer Taxes. The Stockholder Representative will, at its own expense, file, or cause to be filed, in a timely manner all required documents (including all Tax Returns) with respect to all such Transfer Taxes, and the Stockholder Representative shall provide the Buyer with evidence satisfactory to the Buyer that such Transfer Taxes have been paid.

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up documentation for such calculations. The Company shall prepare the Closing Statement in accordance with GAAP and, solely to the extent consistent with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financial Statements). The Company shall make available to the Buyer and its Representatives the books and records used in preparing the Closing Statement and reasonable access (upon prior notice and during business hours) to employees of the Company as the Buyer may reasonably request in connection with its review of its books and records, and will otherwise cooperate in good faith with the Buyer’s and its Representatives’ review of the Closing Statement and shall take into consideration in good faith any comments of the Buyer on such Closing Statement, as applicable. Notwithstanding the foregoing, in no event will any of the Buyer’s rights be considered waived, impaired or otherwise limited as a result of the Buyer not making an objection prior to the Closing or making an objection that is not fully implemented in a revised Closing Statement, as applicable

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The Company represents and warrants to the Buyer and Merger Sub, as of the date hereof and as of the Closing Date (except for those representations and warranties which address matters only as of an earlier date, which shall have been true and correct as of such earlier date), that the statements in this ARTICLE 4 are true and correct, except as set forth in the schedules accompanying this Agreement (the “Disclosure Schedule”). For purposes of these representations and warranties, the term “Company” shall include any Subsidiaries of the Company unless otherwise noted herein.

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To the Knowledge of the Company, after reasonable inquiry, the Financial Statements (including any notes thereto) are correct and complete in all material respects, are consistent with the books and records of the Company and have been prepared in accordance with GAAP, consistently applied throughout the periods involved (subject in the case of unaudited financial statements to the lack of footnote disclosure and in the case of interim financial statements to normal year-end audit adjustments). To the Knowledge of the Company, the Financial Statements fairly present, in all material respects, the financial condition and the results of operations and cash flow of the Company as of the respective dates and for the periods indicated therein, all in accordance with GAAP (subject in the case of unaudited financial statements to the lack of footnote disclosure and in the case of interim financial statements to normal year-end audit adjustments). The Company has established adequate reserves in all material respects and made any appropriate disclosures in the Financial Statements in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, Accounting for Uncertain Tax Positions) with respect to all material uncertain Tax positions. No financial statements of any other Person are required by GAAP to be included in the Financial Statements of the Company.

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represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The reserves with respect to the collectability of notes and accounts receivable reflected on the Interim Balance Sheet and in the accounting records of the Company as of the Closing Date are and will be determined in accordance with GAAP, applied in the same manner as used in the preparation of the Interim Balance Sheet. There is no contest, claim, defense or right of setoff relating to the amount or validity of such notes or accounts receivable. Section 4.7 of the Disclosure Schedule sets forth an accurate and complete list and the aging of all notes and accounts receivable as of the date hereof.

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The Company has good and valid title to, or in the case of leased or licensed properties and assets, valid leasehold or license interests in, all of the tangible properties and tangible assets owned, leased, licensed or operated by it, including those shown on the Interim Balance Sheet or acquired after the date thereof, free and clear of any Encumbrances. Each item of tangible property is in good operating condition and repair, ordinary wear and tear excepted, and is suitable for the purposes for which it is being used. The tangible property owned, leased or licensed by the Company constitutes all such tangible property used in or necessary to conduct the businesses of the Company as conducted as of the date of this Agreement.

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with, any Law, Judgment or Governmental Authorization, or any actual, alleged or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

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has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default, by any insured thereunder.

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Except as set forth in any Buyer SEC Documents filed or submitted on or prior to the date hereof, the Buyer and Merger Sub represent and warrant to the Company that the statements in this ARTICLE 5 are true and correct as of the date hereof and as of the Closing Date (except for those representations and warranties which address matters only as of an earlier date, which shall have been true and correct as of such earlier date).

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the Buyer and the Merger Sub of the Ancillary Agreements to which they are a party, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Buyer and the Merger Sub, enforceable against the Buyer and the Merger Sub in accordance with their terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies.

Neither the execution and delivery of this Agreement, nor the consummation or performance of the transactions contemplated by this Agreement, will:

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relating to its formation and its entry into this Agreement and the consummation of the transactions contemplated herein.

Buyer may reasonably request, and (b) at the Buyer’s expense, furnish promptly to the Buyer and its directors, officers, employees, agents, consultants and other advisors and representatives all other information concerning its business, properties, assets and personnel as the Buyer may reasonably request.

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Except as otherwise expressly provided in this Agreement, each party will bear its respective direct and indirect expenses incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement, including all fees and expenses of its advisors and representatives, whether or not the Merger is consummated.

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delivery be deemed to have made the representations and warranties to the Buyer with respect to such financial statements as set forth in Section 4.5.

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promulgated thereunder and the requisite Company Stockholder approval was obtained with respect to any Section 280G Payments that were subject to the Company Stockholder vote (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the Parachute Payment Waivers and/or benefits duly executed by the affected individuals prior to the solicitation of the Company Stockholder vote pursuant to this Section 6.16.

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may, to the extent permitted by applicable Law, be waived by the Buyer in writing, in whole or in part):

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may, to the extent permitted by applicable Law, be waived by both parties in writing, in whole or in part):

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8.2 and ARTICLE 10 will remain in full force and survive any termination of this Agreement and (b) if this Agreement is terminated by a party because of the material breach of this Agreement by another party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the other party’s failure to comply with its obligations under this Agreement, then the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

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If to the Company (prior to Closing):

352 N 540 W.
Lindon, UT 84042
Attn: Matthew Peterson
Email: [***]

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

539 W Commerce St.
Pmb 2051
Dallas, TX 75208-1953
Attn: Michael Curylo
Email: [***]

If to the Stockholder Representative:

1076 River Hill Drive
Spanish Fork, UT 84660
Attn: Matthew Peterson
Email: [***]

If to the Buyer (or the Surviving Company after Closing):

Angel Studios, Inc.
295 West Center St.
Provo, Utah 84601
Attn: Scott Klossner; Glen Nickle
Email: [***]; [***]

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

Mayer Brown LLP
201 South Main Street, Suite 1100
Salt Lake City, Utah 84111
Attn: Mark Bonham; Sam Gardiner
Email: [***]; [***]

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covenant, agreement or condition, as the case may be, other than that which is specified in the written extension or waiver. No failure or delay by any party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy.

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date indicated in the first sentence of this Agreement.

BUYER:

ANGEL STUDIOS, INC.

By: /s/ Scott Klossner ​ ​

Name: Scott Klossner

Title: Chief Financial Officer

MERGER SUB:

ANGEL BLACK AUTUMN MERGER SUB, INC.

By: /s/ Patrick Reilly​ ​

Name: Patrick Reilly

Title: Authorized Person

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date indicated in the first sentence of this Agreement.

COMPANY:

BLACK AUTUMN SHOW, INC.

By: /s/ Matthew Peterson​ ​

Name: Matthew Peterson

Title: Chief Operating Officer

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ACCEPTANCE AND AGREEMENT OF STOCKHOLDER REPRESENTATIVE

The undersigned, being the Stockholder Representative appointed in Section 10.1 of the foregoing Agreement, agrees to serve as the Stockholder Representative and to be bound by the terms of the Agreement pertaining to that role as of the date indicated in the first sentence of this Agreement.

Matthew Peterson,
acting solely in its capacity as Stockholder Representative

By: /s/ Matthew Peterson​ ​

Name: Matthew Peterson

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EXHIBIT A

Form of Support Agreement

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Execution Version

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is made as of November [●], 2025, between Angel Studios, Inc., a Delaware corporation (“Buyer”), and the undersigned (“Stockholder”). Buyer and Stockholder are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Black Autumn Show, Inc., a Delaware corporation (the “Company”) is a signatory to this Agreement for the sole purpose of agreeing to the provisions of Sections 3(b) and 3(d)(iii) of this Agreement. Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Merger Agreement (as defined below).

A.Concurrently with or following the execution of this Agreement, (i) Buyer, (ii) Angel Black Autumn Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, together with Buyer the “Buyer Parties”), (iii) the Company, and (iv) Matthew Peterson, solely in his capacity as the stockholder representative (“Stockholder Representative”), are entering into an Agreement and Plan of Merger (as it may be amended in accordance with the terms thereof, the “Merger Agreement”) pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company continuing as the Surviving Corporation and as a wholly-owned subsidiary of Buyer. Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Merger Agreement.

B.Stockholder owns, beneficially and of record, the shares of Company Stock set forth on Annex I to this Agreement.

C.As an inducement to and in consideration of Buyer’s willingness to enter into the Merger Agreement, and having reviewed the Merger Agreement and the terms of the proposed Merger, Stockholder has agreed to enter into this Agreement.

D.In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Stockholder, intending to be legally bound, hereby agree as set forth below.

Section 1.Execution of Written Consent; Voting of Company Stock.

(a)Promptly following the execution of the Merger Agreement, Stockholder shall execute and deliver to the Company the Written Consent, adopting the Merger Agreement and approving the Merger and the transactions contemplated by the Merger Agreement, in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), the Company Charter and the Company Bylaws (the “Governing Documents”), which consent will become effective upon delivery thereof.

(b)At any meeting of the Company Stockholders called with respect to the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the Company Stockholders with respect to any of the following matters, Stockholder shall, unless otherwise directed in writing by Buyer, to the extent any shares of Company Stock that Stockholder owns are entitled to vote or give consent with respect to the matters set forth in this Section 1(b):

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(i)appear (in person or by proxy) at any such meeting (or any adjournment or postponement thereof);

(ii)cause all shares of Company Stock owned by Stockholder to be counted at any such meeting as present for purposes of calculating a quorum; and

(iii)cause all shares of Company Stock owned by Stockholder to be voted (A) in favor of approval of the adoption of the Merger Agreement and approval of the Merger and the transactions contemplated by the Merger Agreement if a vote, consent or other approval (including by written consent) with respect to any of the foregoing is sought, (B) in favor of any proposal to adjourn the meeting to solicit additional proxies in favor of the adoption of the Merger Agreement and approval of the Merger and the transactions contemplated by the Merger Agreement if (but only if) there are not sufficient votes to adopt the Merger Agreement on the date on which such meeting is held, (C) against any competing proposal, and (D) against any action, proposal, transaction, or agreement that is expected, or could reasonably be expected, to result in a breach of, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement or that is expected, or could reasonably be expected, to prevent, delay, or adversely affect the consummation of the Merger or the satisfaction of Buyer’s or the Company’s conditions to Closing contained in the Merger Agreement.

(c)Any equity interests of the Company that Stockholder acquires after the date of this Agreement, including by reason of the exercise of any options or any split, dividend or distribution (including any dividend or distribution of securities convertible into shares of Company Stock), reorganization, recapitalization, reclassification, combination, exchange of interests, or other similar transaction, shall be subject to the terms and conditions of this Agreement to the same extent as if Stockholder owned such shares of Company Stock on the date of this Agreement.

Section 2.Representations and Warranties of Stockholder. Stockholder represents and warrants to Buyer as follows, as of the date hereof and as of the Closing Date:

(a)Organization and Authorization. If Stockholder is not a natural person:

(i)Stockholder is validly existing and in good standing under the laws of its jurisdiction of organization. Stockholder has all requisite corporate, limited partnership, limited liability company, or other legal entity, as applicable, power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary action by Stockholder and, if applicable, the holders of its equity interests. Stockholder has duly executed and delivered this Agreement.

(ii)Assuming the due execution and delivery of this Agreement by Buyer, this Agreement constitutes the legal, valid, and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other applicable Laws, heretofore or hereafter enacted or in effect, affecting the rights and remedies of creditors generally and the

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exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of the remedy of specific performance or other injunctive relief (the “Remedies Exception”).

(b)Authorization. If Stockholder is a natural person:

(i)Stockholder has the requisite capacity to execute, deliver, and perform this Agreement and to consummate the transactions contemplated by this Agreement.

(ii)Assuming the due execution and delivery of this Agreement by Buyer, this Agreement constitutes the legal, valid, and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforceability may be limited by the Remedies Exception.

(c)Ownership of Company Stock. Stockholder owns, beneficially and of record, and has good and valid title to the shares of Company Common Stock set forth on Annex I to this Agreement, free and clear of any lien, mortgage, security interest, pledge deposit, encumbrance, or other similar restriction (collectively “Liens”) (other than restrictions on transfer imposed under applicable securities laws or the Governing Documents). Other than the shares of Company Common Stock set forth on Annex I to this Agreement, Stockholder does not own, or have any right to acquire, any equity interests of the Company. Except for this Agreement, the Merger Agreement and the Governing Documents, (i) there are no outstanding options, warrants, rights, calls, convertible securities, or other contracts, arrangements or other commitments (“Contracts”) obligating Stockholder to transfer or sell any equity interests of the Company, including the shares of Company Stock owned by Stockholder, and (ii) there are no voting trusts, stockholder agreements, proxies, or other Contracts or understandings in effect to which Stockholder is a party with respect to the voting or transfer of any of the shares of Company Stock owned by Stockholder.

(d)Governmental Consents; No Conflicts.

(i)The execution, delivery, and performance by Stockholder of this Agreement, and the consummation by Stockholder of the transactions contemplated by this Agreement, do not and will not require any consent of or with any Governmental Authority or, if Stockholder is a natural person, of Stockholder’s spouse or domestic partner under any “community property” or other applicable Law.

(ii)The execution, delivery, and performance by Stockholder of this Agreement, and the consummation by Stockholder of the transactions contemplated by this Agreement, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the shares of Company Stock owned by Stockholder, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (A) any Law applicable to or binding on Stockholder or any of Stockholder’s properties or assets, including the shares of Company Stock owned by Stockholder, (B) any Contract or permit by which Stockholder or any of the shares of Company Stock owned by Stockholder is bound, or (C) if Stockholder is not a natural person, any of the governing documents of Stockholder.

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(e)Proceedings. There are no actions, suits, claims or proceedings pending or, to Stockholder’s knowledge, threatened by or against Stockholder or any of its Affiliates with respect to this Agreement or the transactions contemplated by this Agreement that, if determined adversely to Stockholder, would prevent or delay the consummation by Stockholder of the transactions contemplated by this Agreement.

(f)Receipt of Merger Agreement; Reliance. Stockholder has received and reviewed a copy of the Merger Agreement and has had an opportunity to obtain the advice of counsel prior to executing this Agreement. Stockholder acknowledges and agrees to the treatment, payments, terms and conditions applicable to the shares of Company Stock owned by Stockholder under the Merger Agreement and agrees to be bound by the terms of the Merger Agreement as a Company Stockholder and/or Key Operator (each as defined therein), as applicable. Stockholder acknowledges that Buyer and Merger Sub are entering into the Merger Agreement in reliance upon Stockholder’s execution, delivery, and performance of this Agreement.

(g)Brokers. No broker, finder, or investment bank is entitled to any brokerage, finder’s, or similar fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of Stockholder.

Section 3.Additional Agreements Relating to the Merger Agreement and the Merger.

(a)Treatment of Equity. Without limiting the generality of Section 2(f), Stockholder acknowledges and agrees to the treatment, payments, terms and conditions applicable to the shares of Company Stock owned by Stockholder under the Merger Agreement, including, without limitation, (i) the cancelation of any shares of Company Stock owned by Stockholder in exchange for the number of shares of Buyer Common Stock as calculated in accordance with Section 2.8(b) of the Merger Agreement and (ii) any adjustment to the Merger Consideration, if applicable, as described in Section 2.16 of the Merger Agreement. Stockholder acknowledges and agrees that the Merger Consideration payable and transferable to Stockholder pursuant to the Merger Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Agreement and the Merger Agreement.

(b)No Claims. Without limiting the foregoing Section 3(a), Stockholder agrees that, following payment of the Merger Consideration in accordance with Article 2 of the Merger Agreement, Stockholder shall have no claim against the Company, the Surviving Corporation, Buyer or any other Person for any consideration in connection with any shares of Company Stock beneficially owned by Stockholder.

(c)Restrictions Regarding Company Stock. From the date of this Agreement until the earlier of the Effective Time and the date on which the Merger Agreement is terminated in accordance with its terms, without the prior written consent of Buyer, Stockholder shall not, directly or indirectly, (i) offer to sell, sell, assign, transfer (including by operation of Law), or otherwise dispose of, or incur any Lien on, any of the shares of Company Stock owned by Stockholder, (ii) deposit any of such shares of Company Stock into a voting trust, enter into any voting agreement, stockholders agreement, or other Contract or understanding with respect to any of such shares of Company Stock, or grant any proxy or power of attorney with respect thereto,

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(iii) enter into any Contract, option, or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by operation of Law), or other disposition of, transfer of any interest in, or the voting of any of such shares of Company Stock, or (iv) agree to do, approve, or authorize any of the foregoing.

(d)Termination of Agreements and Waiver of Certain Rights.

(i)Stockholder hereby forever waives and agrees not to assert or perfect any appraisal rights or dissenters’ rights relating to the Merger or the Merger Agreement that Stockholder has or may obtain after the date hereof under applicable Law, including under the DGCL, or any Governing Documents.

(ii)Stockholder hereby waives any pre-emptive or other purchase rights and all notice provisions under any equityholder agreement to which Stockholder is a party (including the Governing Documents), and hereby consents to the Merger Agreement, the Merger and the transactions contemplated hereby and thereby.

(iii)Stockholder acknowledges and agrees to and hereby does terminate, effective as of the Release Effective Time (as defined below), (A) any agreement relating to the shares of Company Stock or other equity of the Company to which Stockholder is a party (including the Governing Documents), (B) the applicable subscription agreements or purchase agreements pursuant to which Stockholder acquired or received its shares of Company Stock, as applicable and (C) the agreements listed on Annex II, if any; provided, however, nothing in this Agreement shall be deemed a termination of any employment agreement between Stockholder or the Surviving Corporation or any agreement which is the subject of a Non-Released Claim (as defined below).

(iv)Stockholder hereby forever waives and agrees not to assert or perfect any claim that any ratification made by the Company under Section 204 of the DGCL related to the failure to file an amended and restated certificate of incorporation authorizing shares of Series A-1 Preferred Stock and Series A-CF Preferred Stock is void or voidable due to the failure of authorization, or that the Delaware Court of Chancery should declare in its discretion that the ratification thereof in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions.

(e)Appointment of Stockholder Representative. Stockholder hereby irrevocably designates Stockholder Representative to serve as the Stockholder Representative and agent, proxy and attorney in fact for such Stockholder pursuant to the terms of Section 10.1 of the Merger Agreement, which terms are incorporated herein by this reference, and agrees to abide by and be bound by the terms of such Section 10.1.

(f)Publicity. Stockholder shall, and shall cause its Affiliates to not make or issue any press release or other public disclosure or public announcement related to this Agreement, the Merger Agreement or the transactions contemplated by the Merger Agreement regarding the existence of this Agreement or the Merger Agreement unless required by applicable Law; provided, however, nothing in this Agreement shall prohibit Stockholder from posting on LinkedIn or other social media any press release or public announcement (together with any customary, non-

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disparaging commentary on the same) relating to this Agreement, the Merger Agreement or the transactions contemplated by the Merger Agreement publicly issued by the Buyer Parties or the Surviving Corporation in accordance with Section 6.8 of the Merger Agreement.

(g)Stock Certificates. On or prior to the Closing Date, Stockholder shall deliver to Buyer any and all stock certificates representing the shares of Company Stock held of record or beneficially owned by Stockholder. Such stock certificates shall be (i) duly endorsed, or (ii) accompanied by appropriate stock powers duly endorsed or a duly completed and executed Transmittal Letter.

Section 4.Additional Agreements of Stockholder.

(a)Release.

(i)Effective as of the Release Effective Time (as defined below), Stockholder, for itself and on behalf of its Affiliates, and each of its and their respective successors, assigns, heirs, and executors (each, a “Releasor”), hereby irrevocably, knowingly, and voluntarily releases, discharges, and forever waives and relinquishes all claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions, and causes of action of whatever kind or nature, whether known or unknown, which any Releasor has, may have, or may assert now or in the future against the Company, Buyer, Merger Sub, any Affiliates thereof, any current or former officer, director, manager, employee, agent, or representative thereof, or any of their respective successors, assigns, heirs, and executors (collectively, the “Releasees”) arising out of, based upon, or resulting from any Contract, transaction, event, circumstance, action, failure to act, occurrence, or omission of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted, or begun prior to the Release Effective Time in respect of matters relating to the Company (each, a “Released Claim” and, collectively, “Released Claims”), including any claim that Stockholder owns or has the right to acquire any equity or other voting securities or interests in the Company and any claim relating to the allocation of the Merger Consideration or any other amounts paid pursuant to the Merger Agreement; provided, however, that nothing in this Section 4(a) shall be deemed to release or waive any claims, rights or remedies of any Releasor with respect to any of the following (collectively, the “Non-Released Claims”):

(A)under this Agreement, the Merger Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby, including, without limitation, any claims relating to the failure of the Buyer Parties to pay the Merger Consideration in accordance with Article 2 of the Merger Agreement or relating to the Buyer Parties’ failure to comply with their other obligations under the Merger Agreement or under any Ancillary Agreement to which any Buyer Party is a party; and

(B)under the exculpatory or indemnification provisions set forth in the indemnification of directors, officers or stockholders under the Governing Documents of the Company as of the date of the Merger Agreement .

(ii)Effective as of the Release Effective Time, Stockholder irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence or institute any proceeding of any kind against any of the Releasees based upon any matter described in Section

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4(a)(i) (other than a Non-Released Claim). Stockholder represents that he, she or it has not assigned or transferred any interest in any Released Claim.

(iii)This Section 4(a) shall be effective as of the Effective Time, provided that (A) the Merger is completed as contemplated in the Merger Agreement and (B) Buyer has made the payment to Stockholder required to be made by it pursuant to Article 2 of the Merger Agreement (the “Release Effective Time”).

(iv)For California residents only:

Stockholder expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) and does so understanding and acknowledging the significance and consequence of such specific waiver of Section 1542. Section 1542 states as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge as contemplated by Section 4(a), Stockholder expressly acknowledges that Section 4(a) is intended to include in its effect all claims that Stockholder does not know or suspect to exist in their favor as of the Closing, and that this Section 4(a) contemplates the extinguishment of any such claim.

(v)For residents of Louisiana, Arizona, California, Texas, Washington, Idaho, Nevada, New Mexico, and Wisconsin: Stockholder is not married, or, if Stockholder is married, Stockholder’s spouse has duly executed the spousal consent attached hereto as Annex III.

(b)Confidentiality.

(i)Following the Closing until the second anniversary of the Closing Date, Stockholder shall, and shall cause its Affiliates and their respective directors, officers and agents, advisers, accountants and consultants (“Agents”) to, keep confidential, not use and not disclose to any Person: (i) any non-public information of the Company, including trade secrets, development efforts, discoveries and inventions, whether patentable or not, corporate opportunities, operations, future plans, methods of doing business, business strategies, financial and sales data, pricing terms, customer and supply lists, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other non-public information with respect to the business of the Company, and (ii) other non-public information of the Company obtained by Stockholder prior to the Closing, including the terms of this Agreement, the Merger Agreement and the other agreements contemplated by the Merger Agreement (collectively, “Confidential Information”); provided, however, that Stockholder and its Affiliates and Agents may disclose any Confidential Information (A) to which Buyer gives its prior written consent, or (B) to any Affiliates or Agents on a need-to-know basis; provided that such (1) Affiliates and

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Agents shall have been advised of the confidentiality obligations of this Agreement and directed to comply with them, (2) Stockholder shall take reasonable measures to restrain its Agents from disclosure or use of Confidential Information that is not permitted by this Section 4(b), and (3) Stockholder shall be liable for any breach of this Section 4(b) by any such Affiliate or Agent to the extent such Affiliate or Agent is not bound by a confidentiality or non-disclosure agreement directly with the Buyer or the Company. The non-disclosure and non-use obligations under this Agreement shall continue after the second anniversary of the Closing Date and survive any termination or expiration of this Agreement in perpetuity as to Confidential Information which constitutes trade secrets under applicable Law.

(ii)Notwithstanding the foregoing, to the extent any Confidential Information is required to be disclosed by applicable Law, Stockholder shall (A) to the extent legally permitted, provide Buyer with prompt written notice of such requirement so that Buyer may seek an appropriate protective order or other remedy or waive compliance, in whole or in part, with this Section 4(b), (B) reasonably cooperate with Buyer, at Buyer’s expense, to obtain such protective order or other remedy, (C) disclose only the portion of that information that Stockholder is legally required to be disclosed, on the advice of counsel, (D) to the extent legally permitted, before making any disclosure, provide Buyer with the text of the proposed disclosure and consider in good faith Buyer’s suggestions concerning the scope and content of the information to be disclosed and (E) use its reasonable best efforts, at Buyer’s expense, to preserve the confidentiality of all information so disclosed. Notwithstanding anything to the contrary in this Section 4(b), neither Stockholder nor any of its Affiliates nor their respective Agents shall be restricted from using or disclosing the terms of the transactions contemplated by the Merger Agreement to Stockholder’s or its Affiliates’ respective legal, tax, accounting or other professional advisers, on a confidential basis.

(iii)The obligations of Stockholder above in this Section 4(b) shall not apply, and Stockholder shall have no further obligations, with respect to any Confidential Information to the extent such Confidential Information: (A) is generally known to the public at the time of disclosure other than through disclosure on the part of Stockholder or any of its Affiliates or Agents in breach of this Section 4(b) or any other confidentiality obligation to the Buyer Parties or the Company, (B) becomes known to Stockholder or any of its Affiliates through disclosure by other sources that are not bound by an obligation of confidentiality to the Buyer Parties or the Company, or (C) is independently developed by such party without reference to or reliance upon the Confidential Information.

(c)Lock-Up Provisions.

(i)Stockholder agrees that it shall not Transfer any Buyer Common Stock received by Stockholder in connection with the Merger (the “Buyer Shares”) until the date that is six (6) months after the Effective Date without the prior written consent of Buyer (the “Lock-Up Period”).

(ii)Notwithstanding the provisions set forth in Section 4(c)(i), Stockholder or its Permitted Transferee may Transfer the Buyer Shares during the Lock-Up Period (i) by gift to a member of Stockholder’s immediate family or to a trust, the beneficiary of which is Stockholder or a member of Stockholder’s immediate family or an affiliate of such Person, or to a charitable

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organization; (ii) by virtue of laws of descent and distribution upon death of Stockholder; (iii) pursuant to a qualified domestic relations order, divorce settlement, divorce decree or final binding separation agreement; or (iv) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iii) above; provided, however, in each case, that such Permitted Transferees must enter into a written agreement with Buyer agreeing to be bound by the terms of this Agreement.

(iii)If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Buyer shall refuse to recognize any such transferee of the Buyer Shares as one of its equity holders for any purpose. In order to enforce this Section 4(c), Buyer may impose stop-transfer instructions with respect to the Buyer Shares until the end of the Lock-Up Period. Stockholder agrees and consents to the entry of stop transfer instructions with Buyer’s transfer agent and registrar against the transfer of the Buyer Shares except in compliance with the foregoing restrictions and to the addition of a legend to such Stockholder’s shares describing the foregoing restrictions.

(iv)For the avoidance of doubt, Stockholder shall retain all of its rights as a stockholder of Buyer with respect to the Buyer Shares during the Lock-Up Period, including the right to vote any Buyer Shares that Stockholder is entitled to vote.

(v)Definitions.

(A)“Permitted Transferee” means any Person to whom Stockholder is permitted to transfer the Buyer Shares prior to the expiration of the Lock-Up Period pursuant to Section 4(c)(ii).

(B)“Transfer” means the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, encumber, pledge, grant of any option to purchase or other disposal of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

(d)[Stock Restriction Agreement. On or prior to the Closing, Stockholder shall enter into the Stock Restriction Agreement substantially in the form attached hereto as Annex IV.]

Section 5.Termination. This Agreement will automatically terminate if the Merger Agreement is terminated for any reason in accordance with its terms; provided, however, that (a) Section 3(f), Section 5, Section 6, and Section 7 will survive such termination and (b) no such termination shall relieve Stockholder from Liability for any fraud or knowing or willful breach of the representations, warranties or covenants of this Agreement by Stockholder prior to such termination.

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Section 6.Remedies. Stockholder acknowledges that (a) money damages would be an insufficient remedy for any actual or threatened breach of this Agreement, (b) any such breach would cause Buyer irreparable harm, and (c) in addition to any other remedies available at Law or in equity, Buyer will be entitled to equitable relief by way of injunction, specific performance, or otherwise, without posting any bond or other undertaking, for any actual or threatened breach of this Agreement by Stockholder. Stockholder will not contest the appropriateness of an injunction or specific performance as a remedy for a breach of this Agreement.

Section 7.Miscellaneous.

(a)Amendments. The Parties may amend or modify this Agreement only by a written agreement signed by both Parties.

(b)Notices. Any notice, request, instruction or other document to be given hereunder by a Party shall be in writing and shall be deemed to have been given, (i) when received if given in person or by courier or a courier service, (ii) on the date of transmission if sent by confirmed electronic mail transmission or facsimile (with acknowledgment of receipt), (iii) on the next Business Day if sent by an overnight delivery service, or (iv) three Business Days after being deposited in the U.S. mail, certified or registered mail, postage prepaid:

If to Buyer, to:

Angel Studios, Inc.
295 West Center St.
Provo, Utah 84601
Attn: Scott Klossner; Glen Nickle
Email: [***]; [***]

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

Mayer Brown LLP
201 South Main Street, Suite 1100
Salt Lake City, Utah 84111
Attention: Mark Bonham; Sam Gardiner
Email:[***]; [***]

If to Stockholder, as set forth on the signature page hereto.

or to such other individual or address as a Party may designate for itself by notice given as herein provided.

(c)Waivers. No failure or delay by Buyer in enforcing any of its rights under this Agreement will be deemed to be a waiver of such rights. No single or partial exercise of Buyer’s rights will be deemed to preclude any other or further exercise of Buyer’s rights under this Agreement. No waiver of any of Buyer’s rights under this Agreement will be effective unless it is in writing and signed by Buyer.

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(d)Assignment. This Agreement will be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may, by operation of Law or otherwise, assign this Agreement or any of its obligations under this Agreement without the other Party’s written consent, except that Buyer may, without the consent of Stockholder, assign any of its rights under this Agreement to any Affiliate of Buyer to which Buyer assigns its rights under the Merger Agreement.

(e)No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or will confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement except that, following the Effective Time, the Surviving Corporation will be entitled to enforce the provisions of Section 4.

(f)Further Assurances. Upon the request of Buyer, Stockholder shall execute and deliver such further documents and other instruments as may be reasonably requested by Buyer in order to evidence and effectuate the transactions contemplated by this Agreement.

(g)Severability. If any provision of this Agreement is declared invalid, illegal, or unenforceable, (i) all other provisions of this Agreement will remain in full force and effect and (ii) the Parties shall negotiate in good faith to amend or modify this Agreement to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision giving effect to the Parties’ intent to the maximum extent permitted by Law.

(h)Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, arrangements, and understandings, written or oral, between the Parties relating to the subject matter of this Agreement.

(i)No Strict Construction; Interpretation. The Parties have each participated in the negotiation and drafting of the terms of this Agreement. The Parties agree that any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting Party will not apply in interpreting this Agreement. The provisions of Section 10.9 of the Merger Agreement are incorporated by reference herein and made a part hereof.

(j)Governing Law; Jurisdiction; Service of Process. All matters concerning this Agreement shall be governed by the laws of the State of Delaware, in each case, without giving effect to any choice of law or conflict of law provision or rule that would cause application of the laws of any jurisdiction other than the State of Delaware.

(k)WAIVER OF TRIAL BY JURY. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS

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AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(k).

(l)Expenses. Except as specifically set forth in this Agreement or the Merger Agreement, each Party shall be solely responsible for and shall bear all of its own costs and expenses incident to its obligations under and in respect of the Merger Agreement and the transactions contemplated thereby, including the negotiation, preparation or execution of this Agreement.

(m)Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signatures of more than one Party, but all such counterparts taken together will constitute one and the same instrument. This Agreement and any signed agreement entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and electronically delivered by means of .pdf, .jpeg or similar attachment to e- mail, as well as electronic signatures complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act or other applicable Law (e.g., www.docusign.com) shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

[Remainder of page intentionally left blank; signature page follows.]

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

BUYER:ANGEL STUDIOS, INC.

By:‌

Name:

Title:

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Solely for the purposes of Sections 3(b) and
3(d)(iii) of this Agreement:

COMPANY:BLACK AUTUMN SHOW, INC.

By:‌

Name:

Title:

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STOCKHOLDER:If an entity:

[______________________________]

By:‌

Name:

Title:

Date:‌

If an individual:

By:‌

Name:

Date:‌

Address for Notices:

‌​‌​‌​Attention: Email:

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Annex I

COMPANY STOCK

[Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K]

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Annex II

TERMINATING AGREEMENTS

[Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K]

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Annex III

CONSENT OF SPOUSE

[Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K]

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Annex IV

STOCK RESTRICTION AGREEMENT]

[Included as Exhibit B to this Homestead Merger Agreement filed as Exhibit 2.3 to the Registration Statement]

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EXHIBIT B

Form of Key Operator Stock Restriction Agreement

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ANGEL STUDIOS, INC.

STOCK RESTRICTION AGREEMENT

This Stock Restriction Agreement (this “Agreement”) is made and entered into as of [●], 2025, by and between Angel Studios, Inc., a Delaware corporation (the “Company”), and [●], a stockholder of the Company (“Key Operator”).

R E C I T A L S

A.Reference is made to that certain Agreement and Plan of Merger dated as of November [●], 2025 by and among the Company, Angel Black Autumn Merger Sub, Inc., Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Black Autumn Show, Inc., a Delaware corporation (“Black Autumn”) and [●], as Stockholder Representative (the “Merger Agreement”). Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Merger Agreement.

B.Upon the consummation of the transactions contemplated by the Merger Agreement, Key Operator shall receive [●] shares (the “Shares”) of Class A Common Stock of the Company (“Common Stock”) as described in the Merger Agreement.

C.To induce the Company to enter into and consummate the transactions set forth in the Merger Agreement, Key Operator agrees to subject [●]¹ Shares (the “Performance Shares”) to the restrictions set forth herein.

D.In furtherance of the foregoing and in consideration of the mutual promises herein contained, the Company and Key Operator agree as follows:

1.Condition Precedent. The terms, restrictions and obligations of the parties set forth in this Agreement are subject to and conditioned upon the consummation of the Merger (as defined in the Merger Agreement) and shall only become effective and binding on the parties as of the Closing (as defined in the Merger Agreement).

2.1.Forfeiture Obligation; Release.

a.Forfeiture Obligation. To the extent that the Surviving Corporation fails to achieve a performance metric described on Exhibit A, Key Operator shall forfeit the applicable number of Performance Shares described therein with respect to such performance metric (each, a “Forfeiture Obligation”).

b.Forfeiture; Release. The Performance Shares related to each Forfeiture Obligation shall be released from such Forfeiture Obligation upon achieving the applicable performance metrics described on Exhibit A (each such event, an “Event of Release”) or shall be forfeited upon failure to achieve such applicable metrics (each such event, an “Event of Forfeiture”) in accordance with the terms set forth on Exhibit A. If, at any time prior to the release or forfeiture of all Performance Shares pursuant to the terms hereof, (i) Key Operator terminates his, her or its status as a Service Provider, or (ii) the Company terminates Key Operator’s status as a Service Provider for Cause, all Unreleased Shares shall be

¹ Note to Draft: To equal 60% of the Shares.

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deemed to be automatically (without any act on the part of Key Operator) forfeited in their entirety. Notwithstanding anything in the foregoing to the contrary, in the event that, (i) by the date that is twenty-four (24) months following release of the first episode of season 1 of the Homestead Series (the “Season 1 Performance End Date”), the Filmmaker Guild Revenue for season 1 of the Homestead Series exceeds $5,913,081, and the Company determinates not to fund or complete season 2 or season 3 of the Homestead Series, then the Company will waive the Forfeiture Obligation with respect to all Unreleased Shares related to season 2 or season 3 of the Homestead Series, (ii) by the date that is twenty-four (24) months following release of the first episode of season 2 of the Homestead Series (the “Season 2 Performance End Date”), the cumulative Filmmaker Guild Revenue for season 1 and season 2 of the Homestead Series exceeds $12,658,190, and the Company determinates not to fund or complete season 3 of the Homestead Series, then the Company will waive the Forfeiture Obligation with respect to all Unreleased Shares related to season 3 of the Homestead Series, (iii) by the date that is twenty-four (24) months following release of the first episode of season 3 of the Homestead Series (the “Season 3 Performance End Date” and together with the Season 1 Performance End Date and the Season 2 Performance End Date, the “Performance End Dates”), the cumulative Filmmaker Guild Revenue for season 1, season 2 and season 3 of the Homestead Series exceeds $22,820,811, then the Company will waive the Forfeiture Obligation with respect to all Unreleased Shares related to all such seasons, and (iv) creative control of any specific episode of season 1, season 2 or season 3 of the Homestead Series (each, a “Failed Episode”) is not based with the creative team at Black Autumn, subject to customary Company board and officer approval, with reasonable autonomy on the content, and with branding and marks following the guidelines outlined in the Black Autumn brand guide (a “Episode Control Failure”), then the total number of Unreleased Shares at risk of forfeiture for the season of the Homestead Series to which such Failed Episode relates (as described in the performance metrics set forth on Exhibit A) (the “Subject Season”) shall be reduced in accordance with the following formula (the “Episode Share Formula”), and such Shares shall be deemed to be released from the Forfeiture Obligation:

X = Y * (A / B)

For purposes of the foregoing formula, the following definitions shall apply:

“X” shall mean the number of Shares that will be released from the Forfeiture Obligation for the Subject Season as a result of the Episode Control Failure;

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“Y” shall mean the total number of Unreleased Shares at risk of forfeiture for the Subject Season;

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“A” shall mean the total number of Failed Episodes in the Subject Season; and

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“B” shall mean the total number of episodes in the Subject Season.

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c.Key Operator Notice. As soon as practicable following the last day of the month following the month in which an Event of Release occurs with respect to any season of the Homestead Series, the Company shall provide a written notice to Key Operator (such notice, a “Key Operator Notice”) describing such occurrence of an Event of Release that took place, which shall describe each such Event of Release in reasonable detail, including the number of Performance Shares to be released from the Forfeiture Obligation. As soon as practicable following each Performance End Date, the Company shall provide a Key Operator Notice describing each occurrence of an Event of Forfeiture that took place prior to such Performance End Date, which shall describe each such Event of Forfeiture in reasonable detail, including the number of Performance Shares to be forfeited.  Unless otherwise directed by the Company in a Key Operator Notice, any forfeiture of Performance Shares by Key Operator pursuant to this Agreement shall

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be deemed to occur automatically (without any act on the part of Key Operator) upon Key Operator’s receipt of such Key Operator Notice with respect to such forfeiture.  

d.Cancellation; No Consideration. Any Performance Shares forfeited pursuant to a Forfeiture Obligation shall be automatically cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefore.

2.2.Transfer Restrictions. In addition to any other limitation on Transfer created by this Agreement, the Support Agreement or applicable securities laws, Key Operator shall not assign, encumber or dispose of any interest in the Performance Shares while the Performance Shares are subject to the Forfeiture Obligation.  After any Performance Shares have been released from the Forfeiture Obligation, Key Operator shall not assign, encumber or dispose of any interest in such Performance Shares except in compliance with the provisions of this Agreement, the Transfer restrictions set forth in the Company’s Bylaws and applicable securities laws.

2.3.Adjustments. In the event of any stock dividend, stock split, reverse stock split or recapitalization of the Company’s Common Stock occurring after the date hereof, the total number of then  Unreleased Shares and the number of Unreleased Shares that will be released from the Forfeiture Obligation on each subsequent Event of Release shall automatically be adjusted to appropriately reflect the effect of such stock dividend, stock split, reverse stock split or recapitalization of the Company’s Common Stock.

2.4.Definitions.

a.“Cause” means a termination by the Company for one or more of the following reasons: (i) Key Operator’s repeated and willful failure to satisfactorily perform Key Operator’s job duties after thirty days written notice of such deficiency and an opportunity to cure (of at least fifteen business days); (ii) Key Operator’s commission of an act of misconduct or dishonesty that injures the business, business reputation or business relationships of the Company; (iii) Key Operator’s conviction of, or pleading guilty or nolo contendere to, a felony; (iv) Key Operator’s commission of any act of fraud against the Company; (v) any act of personal dishonesty taken by Key Operator in connection with Key Operator’s responsibilities as an employee that is intended to result in substantial personal enrichment; (vi) Key Operator’s repeated refusal or failure to follow lawful directions of the Board of Directors of the Company (the “Board”) which remains uncured after thirty days after written notice of such deficiency; and (vii) Key Operator’s engaging or participating in any activity which is directly competitive with or injurious to the Company or which violates any material agreement between the Company and Key Operator which remains uncured after thirty days written notice thereof.

b.“Homestead Series” means the television/streaming series titled Homestead that Black Autumn is producing.

c.“Service Provider” means a person who (i) is an employee of the Company or any parent or subsidiary of the Company, or (ii) is engaged by the Company to render consulting or advisory services to the Company or any parent or subsidiary of the Company; provided that, in each case, Key Operator may qualify as a Service Provider of the Company only so long as Key Operator is dedicating substantially all of Key Operator’s professional time to the Company, unless other professional activities are approved by the Board.

d.“Unreleased Shares” means any Performance Shares that have not yet been released from any Forfeiture Obligation pursuant to Section 2.1.

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3.1.Non-Competition.  As a material inducement to the Company to enter into and perform its obligations under the Merger Agreement and to hire Key Operator as a service provider to the Company or its Affiliates, during the Restriction Period (as defined below), Key Operator agrees not to (whether as an owner, operator, manager, employee, consultant, advisor, representative or otherwise), directly or indirectly (including through a subsidiary or a controlled Affiliate, the Company and its Subsidiaries excepted), own, operate, manage, control, engage in, participate in, invest in, permit his, her or its name to be used by, act as consultant or advisor to, or render services for (alone or in association with any Person), any Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages or proposes to engage in any business competitive with [Black Autumn or the Company] in the Territory (as defined below), including the production, promotion, licensing, sale and/or distribution of films, television, media (in any form) and merchandise, and the development, sale or support of the foregoing; provided that passive ownership of less than 2% of the outstanding stock of any publicly-traded corporation shall not be deemed to be an act prohibited by this Section 3.1, so long as Key Operator does not have any active participation in the business of such corporation.  The term “Restriction Period” means the period beginning on the Closing Date and ending on the later of (a) the 3rd anniversary of the Closing Date, (b) twelve (12) months after the date Key Operator no longer owns any Shares and (c) twelve (12) months after the date Key Operator is no longer providing services to the Company or its Affiliates.  The term “Territory” means each State and each country (including the United States) in which Black Autumn and the Company have conducted business within the prior five (5) years.

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3.2.Non-Solicitation. Key Operator agrees that, during the Restriction Period, Key Operator shall not directly or indirectly through another Person (a) induce or attempt to induce any employee of Black Autumn, the Company or their Subsidiaries to leave the employ of Black Autumn, the Company or their Subsidiaries, or in any way interfere with the relationship between Black Autumn, the Company or their Subsidiaries and any employee thereof, or (b) call on, solicit or service any supplier, vendor, licensee, licensor, franchisee or other business relation of Black Autumn, the Company or their Subsidiaries for any business that competes with Black Autumn, the Company or their Subsidiaries in the Territory, or in any way interferes with the relationship between any such supplier, vendor, licensee, licensor, franchisee or business relation and Black Autumn, the Company or their Subsidiaries (including inducing such Person to cease doing business with Black Autumn, the Company or their Subsidiaries or making any negative statements or communications about Black Autumn, the Company or their Subsidiaries or Affiliates).  For the avoidance of doubt, this Section 3.2 shall not apply with respect to Persons whose employment is solicited or procured through newspaper ads or through general advertisement in a broad-based search (and not for the purpose of circumventing this Section 3.2).

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3.3.Blue Pencil Doctrine. If the final, non-appealable judgment of a court of competent jurisdiction declares that any term or provision of this Section 3 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

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3.4.Injunctive Relief. Key Operator recognizes and affirms that in the event of breach by Key Operator of any of the provisions of this Section 3, money damages would be inadequate and the Company would have no adequate remedy at law.  Accordingly, Key Operator agrees that the Company shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and Key Operator’s obligations under this Section 3 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 3 (including the extension of the Restriction Period by a period equal to (i) the length of the violation of this Section 3 plus

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(ii) the length of any court proceedings necessary to stop such violation) without the need to post any bond or prove any damages.  In the event of a breach or violation by Key Operator of any of the provisions of this Section 3, the Restriction Period with respect to Key Operator shall be automatically extended for a period of time equal to the period of time such breach or violation existed and continued.

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4.1.Escrow. As security for the faithful performance of this Agreement, Key Operator agrees to immediately deliver all certificate(s) evidencing the Unreleased Shares, together with a stock power for each certificate in the form of Exhibit B attached hereto, or such comparable instrument as the Company reasonably may request, executed by Key Operator (with the transferee, date, certificate number and number of shares left blank), to the Secretary of the Company or the Secretary’s designee (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) and stock power(s) in escrow and to take all such actions and to effectuate all such transfers, forfeitures and releases of such  Unreleased Shares as are in accordance with this Agreement.  Each party hereto agrees that the Escrow Holder (a) is an intended third party beneficiary of this Section 3.1, (b) will not be liable to any party to this Agreement (or to any other party) for any actions or omissions except for willful misconduct in violation of this Agreement and (c) may rely upon any letter, notice or other document executed by any signature purported to be genuine and may rely on advice of counsel and obey any order of any court or arbitrator of competent jurisdiction with respect to the transactions contemplated herein.  The  Unreleased Shares will be released from escrow (a) to the extent requested in writing by Key Operator, as and when such Unreleased Shares are released from the Forfeiture Obligation; and (b) in any event, upon termination of the Forfeiture Obligation.

4.2.Complementary Agreements. This Agreement shall operate in conjunction with the Merger Agreement and the Support Agreement.

4.3.Successors and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

4.4.Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to that body of laws pertaining to conflict of laws.

4.5.Notices. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (a) at the time of personal delivery, if delivery is in person; (b) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (c) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries.

All notices for delivery outside the United States will be sent by express courier.  All notices not delivered personally will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address set forth below the signature lines of this Agreement, or at such other address as such other party may designate by one of the indicated means of notice herein to the other parties hereto.

4.6.Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission

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method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

4.7.Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.  Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

4.8.Amendments and Waivers. This Agreement may be amended only by a written agreement executed by Key Operator and the Company, which amendment shall have been approved by the Board.  No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought.  Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns.  No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.  No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

4.9.Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto.  If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.  Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

4.10.Entire Agreement. This Agreement and the other agreements referenced herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

4.11.Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including (without limitation) the determination of the scope or applicability of this agreement to arbitrate, shall be determined by confidential and binding arbitration in Salt Lake City, Utah, before one neutral arbitrator, who shall be a retired judge.  The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.  Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The parties hereby consent to exclusive jurisdiction and venue in Salt Lake City, Utah, for any action relating to provisional remedies in aid of arbitration. The judgment of the arbitrator shall be final and non-appealable.

4.12.Attorney’s Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

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4.13.Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

4.14.Tax Matters. Key Operator represents and warrants that Key Operator has reviewed or has had the opportunity to review with Key Operator’s own tax and other advisors the federal, state, and local tax consequences of the transactions contemplated by this Agreement.  Key Operator represents and warrants that Key Operator is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  Key Operator understands that Key Operator (and not the Company) shall be responsible for any tax liability related to Key Operator that may arise as a result of the transactions contemplated by this Agreement. Key Operator understands and agrees that Key Operator is solely responsible for consulting with Key Operator’s tax and other advisors to determine, among other things, the tax consequences of the transactions contemplated by this Agreement, whether a Section 83(b) election can be made under the circumstances, the advantages and disadvantages of filing the Section 83(b) election, the value of the Unreleased Shares to declare on the Section 83(b) election, and the proper form for making the Section 83(b) election.  A form for an election under Section 83(b) of the Internal Revenue Code is attached hereto as Exhibit C. Key Operator understands and agrees that the decision to make the election and the filing of such election is Key Operator’s sole responsibility, and not the Company’s, even if Key Operator requests the Company or its representatives to make this filing on Key Operator’s behalf.

(Signature Page Follows)

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

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COMPANY:

Angel Studios, Inc.



By: ___________________________________

Name: Scott Klossner

Title: Chief Financial Officer

Address:
295 West Center St.

Provo, Utah 84601
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KEY OPERATOR:
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______________________________________
Name: [●]

Address:

______________________________________

______________________________________
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EXHIBIT A

PERFORMANCE METRICS

[Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K]

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EXHIBIT B

STOCK POWER AND ASSIGNMENT

SEPARATE FROM CERTIFICATE

[Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K]

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EXHIBIT C

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SECTION 83(b) ELECTION

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[Intentionally omitted pursuant to Item 601(a)(5) of Regulation S-K]