Exhibit 10.1


 


Execution Version


 








TERMINATION OF BUSINESS COMBINATION AGREEMENT


 


This TERMINATION OF BUSINESS
COMBINATION AGREEMENT, dated as of April 1, 2022 (this “Agreement”), is entered into by and between
OP Group Holdings, LLC, a Delaware limited liability company (the “Company”), and MDH Acquisition Corp., a Delaware
corporation (“MDH” and together with the Company, the “Parties”).


 


WHEREAS, the Parties
previously entered into that certain Business Combination Agreement, dated as of July 21, 2021, as amended by that certain Amendment
No. 1 to the Business Combination Agreement, dated as of December 30, 2021 (as amended, supplemented or otherwise modified from
time to time, the “Business Combination Agreement”), by and among (i) MDH, (ii) the Company, (iii) Paylink
Holdings Inc., a Delaware corporation (“Blocker”), (iv) Normandy Holdco LLC, a Delaware limited liability
company, (v) Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker (“PubCo”),
(vi) Milestone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo,
(vii) MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo, and (viii) CF OMS LLC, a Delaware
limited liability company (collectively, the “Contracting Parties”); and


 


WHEREAS, pursuant to
Section 13.1(a) of the Business Combination Agreement, the Parties desire to terminate the Business Combination Agreement as provided
herein.


 


NOW, THEREFORE,
in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:


 


1.                 
Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business
Combination Agreement.


 


2.                 
Termination of the Business Combination Agreement. Notwithstanding anything to the contrary contained in the Business Combination
Agreement and except as otherwise provided herein, effective immediately, (a) the Business Combination Agreement is hereby terminated,
and the transactions contemplated thereby are hereby abandoned, and (b) none of the Contracting Parties or any of their respective
Affiliates or representatives, shall have any further liability or obligation under the Business Combination Agreement; provided,
however, that notwithstanding the foregoing, (i) the agreements contained in Section 9.9(a), Section 9.10, Section 13.2
and Article XIV (Miscellaneous) of the Business Combination Agreement, (ii) any corresponding definitions to the foregoing clause (i)
set forth in Section 1.1 of the Business Combination Agreement and (iii) the Confidentiality Agreement shall each survive the
termination of the Business Combination Agreement and continue in full force and effect in accordance with their respective terms; provided,
further, that Article XIV (Miscellaneous) of the Business Combination Agreement shall only survive the termination of the
Business Combination Agreement pursuant to the preceding proviso to the extent such Article is incorporated by reference in this Agreement
pursuant to Section 4 below or otherwise applicable to the Confidentiality Agreement.


 


3.                 
Further Assurances. The Parties hereby agree to execute and deliver, and to cause their respective representatives and Affiliates
to execute and deliver, from time to time, such additional documents, conveyances or other assurances reasonably necessary to carry out
the intent of this Agreement.


 






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4.                 
 Other Terms. The provisions of Article XIV (Miscellaneous) of the Business Combination Agreement (excluding Section 14.8
(Non-Survival), Section 14.13 (Schedules and Exhibits) and Section 14.15 (Equitable Adjustments)) are incorporated herein by
reference and shall apply to the terms and provisions of this Agreement and the Parties hereto, mutatis mutandis.


 


[Signature Pages Follow]


 






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


 


	 	OP GROUP HOLDINGS, LLC
	 	 
	 	By:	/s/ Rebecca Howard
	 	 	Name: Rebecca Howard
	 	 	Title: Chief Executive Officer




 


[Signature Page to Termination of Business Combination
Agreement]


 






     


     


    







	 	MDH ACQUISITION CORP.
	 	 
	 	By:	/s/ Beau Blair
	 	 	Name: Beau Blair
	 	 	Title: CEO


 


[Signature Page to Termination of Business Combination
Agreement]