Crown Reserve Acquisition Corp. I and Carvix, Inc. Business Combination Agreement

Crown Reserve Acquisition Corp. I (SPAC) and Carvix, Inc. have entered into a Business Combination Agreement. The agreement outlines a transaction structure involving a domestication of the SPAC to Delaware, followed by a merger of a SPAC subsidiary with Carvix. Carvix will survive as a wholly-owned subsidiary of the domesticated SPAC. The post-closing board will have five members, with Carvix nominating four and the SPAC Sponsor nominating one. Carvix's current management team will continue to lead the combined company. Carvix stockholders will receive shares of the SPAC's common stock, with potential for additional 'earnout' shares based on achieving EBITDA and revenue targets over a four-year period. The SPAC Sponsor may also earn additional shares. The agreement includes customary representations, warranties, and covenants, and conditions for closing, such as stockholder approvals, regulatory filings, and a minimum cash amount. Termination clauses are also defined. The filing also details related agreements, including a SPAC Founders Stock Letter, a Stockholder Support Agreement, and an Investor Rights Agreement.