Common use of The Registration Statement Clause in Contracts

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco shall prepare with the assistance of the Company and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at a general meeting of SPAC Shareholders to be called and held for such purpose (the “SPAC Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser, the Company and Pubco shall prepare with the assistance of the Company jointly prepare, and Pubco shall file with the SEC SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior to the Merger Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders Purchaser’s shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders Purchaser’s shareholders an opportunity in accordance with SPACPurchaser’s Organizational Organisational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser’s shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor favour of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPACby Purchaser’s Organizational Documents, by the holders of SPAC Ordinary Shares shareholders in accordance with SPACPurchaser’s Organizational Organisational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and the NYSE, (iiB) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesPIPE Investment, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (viC) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through to (viC), collectively, the “Shareholder Approval Matters”), and (viiD) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC.Purchaser. 57

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities shares of Purchaser Common Stock to be issued under this Agreement pursuant to as the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeMerger Consideration, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the Purchaser IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a general special meeting of SPAC Shareholders the Purchaser’s stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, transactions contemplated hereby or referred to the extent required, the issuance of any securities in any Transaction Financing)herein, including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act DCGL and the rules and regulations of the SEC and the NYSE, Nasdaq; (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, Domestication; (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Interim Purchaser Certificate of Incorporation to replace the Purchaser Organizational Documents, Documents upon the Domestication; (iv) the approval of the Final Purchaser Certificate of Incorporation to replace the Interim Purchaser Certificate of Incorporation upon the Closing; (v) the adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan in a form to be mutually agreed by SPAC between the Purchaser and the Company, each Company acting reasonably and in good faith (the “Pubco Equity Incentive Plan”), which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary Shares shares of Purchaser Common Stock issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (giving effect to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, Closing Redemption); (vvi) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 5.15 5.16 hereof, ; (vi) such other matters as the Company, Pubco Company and SPAC the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), ; and (vii) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPACthe Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC the Purchaser and Pubco Holdco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities required shares and Companies Securities as of immediately prior to the Effective Timewarrants, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Purchaser Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a general special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, transactions contemplated hereby or referred to the extent required, the issuance of any securities in any Transaction Financing)herein, including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational DocumentsDocuments and IPO Prospectus, the Cayman Islands Companies Act Securities Act, law, and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational DocumentsPurchaser Certificate of Incorporation, including the change of name of the Purchaser, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (viiii) such other matters as the Company, Pubco Target Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viiii), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (viiiv) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, law, and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Target Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Target Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco shall prepare with the assistance of the Company shall prepare, and the Company shall file (with SPAC’s assistance) with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Company’s Ordinary Shares and the Company Warrants (and Company Ordinary Shares underlying the Company Warrants) to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities Shares and Companies Securities as the Company Ordinary Shares issuable upon exercise or conversion of immediately the SPAC Warrants outstanding prior to the Merger Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders shareholders for the matters to be acted upon at the SPAC Shareholder Extraordinary General Meeting and providing the Public Shareholders SPAC’s shareholders an opportunity in accordance with SPAC’s SPAC Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares ordinary shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders shareholders to be called and held for such purpose (the “SPAC Shareholder Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions Transactions, (including, ii) to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary PIPE Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational DocumentsSurviving Company Memorandum and Articles of Association, and (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (viiv), collectively, the “SPAC Shareholder Approval Matters”), and (viiv) the adjournment of the SPAC Shareholder Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC. In connection with the Registration Statement and the Merger, the Company shall (x) assist SPAC in obtaining NASDAQ approval of the Merger and the change of control resulting from the Merger, (y) file any listing application necessary for the listing of the Company on NASDAQ as successor issuer to SPAC, and (z) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on NASDAQ.

The Registration Statement. (a) As promptly as practicable after the date hereofCompany Audited Financial Statements and, SPAC if applicable, the Additional Financial Statements required to be included in the initial filing of the Registration Statement are delivered to the Purchaser (but no later than 15 days after such delivery), Purchaser and Pubco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to shareholders and warrantholders of the holders of SPAC Securities Company and Companies Securities as of immediately prior to the Effective TimePurchaser, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Company Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger Consideration and the amendment and restatement issuance of SPAC’s Organizational Documentsany shares in connection with the PIPE Investment), by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (ivB) the adoption authorization and approval of a new Equity Incentive Plan for equity incentive plan of Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Incentive Plan”), which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total pool of awards under such Pubco Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to a percentage fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the ClosingClosing and shall include a customary evergreen provision, with such percentage (C) the authorization and approval of the Second Merger, the Second Merger Documents and associated documents by way of special resolution pursuant to be agreed the Cayman Companies Act, (D) adoption of an amendment to Purchaser Charter, effective immediately prior to the effectiveness of Closing to remove the Registration Statement by SPAC “Redemption Limitation” requirements set forth in Sections 49.2(b), 49.4 and the Company after review of the Compensation Report and consultation 49.5 thereof in connection with the Compensation Consultanttransactions contemplated by this Agreement, (vE) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 5.15 7.15 hereof, (viF) to the extent required by the Federal Securities Laws, the BVI Act, the adoption of the Amended Pubco Charter, and (G) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through (viG), collectively, the “Purchaser Shareholder Approval Matters”), and (viiH) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC, NYSE and Nasdaq.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to shareholders, rightholders and warrantholders of the holders of SPAC Securities Company and Companies Securities as of immediately prior to the Effective TimePurchaser, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financingthe Company Share Consideration), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies BVI Act and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (ivB) the adoption and approval of a new Equity Incentive Plan for equity incentive plan of Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Incentive Plan”), which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total pool of awards under such Pubco Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC Closing and the Company after review of the Compensation Report and consultation with the Compensation Consultantshall include a customary evergreen provision, (vC) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 5.15 7.14 hereof, (viD) to the extent required by the Federal Securities Laws, the BVI Act, the adoption of the Amended Pubco Charter, and (E) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through (viE), collectively, the “Purchaser Shareholder Approval Matters”), and (viiF) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of SPAC.Company and Purchaser. 47

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Purchaser Common Stock to be issued under this Agreement pursuant to as the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeMerger Consideration, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Extraordinary General Meeting (defined below) and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication (includingand, to the extent required, the issuance of any securities shares in any Transaction Financingconnection with the PIPE Investment), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Law, the DCGL and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval effecting of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesDomestication, (iii) to the extent required to be approved by holders change of SPAC Ordinary Shares, name of the Purchaser and the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity equity incentive plan (the “Incentive Plan for Pubco Plan”), in a form to be mutually reasonably agreed by SPAC the Purchaser and the Company, each acting reasonably (Company during the “Pubco Equity Plan”)Interim Period, which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock equal to a percentage (A) 15% of the aggregate number of Pubco Ordinary Shares shares of Purchaser Common Stock issued and outstanding immediately after the ClosingClosing (as calculated after giving effect to the Redemption), such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2022 and continuing until (and including) January 1, 2031, with such percentage to be agreed prior annual increase equal to the effectiveness lesser of (x) 5% of the Registration Statement total number of shares of Purchaser Common Stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (y) an amount determined by SPAC the Post-Closing Purchaser Board, plus (B) the number of shares of Purchaser Common Stock that are subject to Purchaser Earnout RSUs issued pursuant to this Agreement, plus (C) the number of shares of Purchaser Common Stock that are subject to Transaction Bonus RSUs granted in accordance with Section 5.23(b), (v) the adoption and approval of a new employee stock purchase plan intended to comply with the applicable requirements under Section 423 of the Code, in such form and substance as reasonably agreed to by the Purchaser and the Company after review during the Interim Period, which will provide for (A) a purchase price discount of up to 15% in accordance with Section 423 of the Compensation Report Code and consultation (B) a reserve of a number of shares of Purchaser Common Stock equal to 2% of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption), such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2022 and continuing until (and including) January 1, 2031, with such annual increase equal to the Compensation Consultantlesser of (x) 1% of the total number of shares of Purchaser Common Stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (y) an amount determined by the Post-Closing Purchaser Board, (vvi) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 5.15 5.19 hereof, (vivii) the amendment of the Share Escrow Agreement, dated as of October 17, 2019, by and among the Purchaser, the Purchaser’s initial shareholders named therein and Continental Stock Transfer & Trust Company, as escrow agent thereunder, to shorten the lock-up restrictions on Purchaser Ordinary Shares thereunder to match the lock-up period in the Lock-Up Agreement, (viii) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vivii), collectively, the “Purchaser Shareholder Approval Matters”), and (viiix) the adjournment of the SPAC Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare with the assistance assistance, cooperation and best efforts of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior the Sellers pursuant to the Effective TimeMergers, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Purchaser Shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s the Purchaser Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholder’s to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser’s shareholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, to Ancillary Document and the extent required, the issuance of any securities in any Transaction Financing)transactions contemplated hereby or thereby, including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger Mergers and the amendment and restatement of SPAC’s Organizational DocumentsConversion, by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Act, DGCL and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval effecting of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesConversion, (iii) to the extent required to be approved by holders change of SPAC Ordinary Shares, name of the Purchaser and the adoption and approval of the Amended Pubco Conversion Organizational Documents, (iv) the adoption appointment, and approval designation of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Companyclasses, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 5.15 5.16 hereof, (viv) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “Purchaser Shareholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC the Purchaser and Pubco shall prepare with the reasonable assistance of the Company Sellers and the Operating Companies, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior the Sellers pursuant to the Effective Timethis Agreement, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC shares of Purchaser Class A Ordinary Shares Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a general special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, transactions contemplated hereby or referred to the extent required, the issuance of any securities in any Transaction Financing)herein, including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act DCGL and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iviii) the adoption and approval of a new Equity Incentive Plan equity incentive plan for Pubco in a form to be mutually agreed approved by SPAC the Seller Representative and the Company, each acting reasonably Purchaser Representative (the “Pubco Equity Incentive Plan”), which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares equal to a percentage of the aggregate number shares of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantCommon Stock, (viv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 6.17 hereof, and (viv) such other matters as the Company, Pubco Seller Representative and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL, the Federal Securities Laws and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Seller Representative (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Seller Representative shall promptly provide Purchaser and Pubco with such information concerning the Target Companies and their members, officers, managers, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Companies shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after delivery of the date hereofAudited Company Financials, the SPAC and Pubco shall prepare with the assistance of the Company shall jointly prepare and the Company shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Company Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior pursuant to the Effective TimeMerger, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of the SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders stockholders for the matters to be acted upon at the SPAC Shareholder Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder SPAC Stockholder Approval Matters (as defined below)Matters. Any SEC filing fee or printer expenses related to the Registration Statement shall be borne 50% by the Company and 50% by the SPAC. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders stockholders to vote, at a general special meeting of SPAC Shareholders stockholders to be called and held held, no later than thirty (30) days after Registration Statement has become effective for such purpose (the “SPAC Shareholder Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, transactions contemplated hereby or referred to the extent required, the issuance of any securities in any Transaction Financing)herein, including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares Common Stock in accordance with the SPAC’s Organizational DocumentsDocuments and IPO Prospectus, the Cayman Islands Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Nasdaq (the approvals described in the foregoing clauses (i) through (vi), collectivelyclause, the “Shareholder SPAC Stockholder Approval Matters”)) and (ii) any other proposals that are required for the consummation of the transactions contemplated by this Agreement that are submitted to, and (vii) require the adjournment vote of, the Public Stockholders in the Registration Statement and agreed to by the SPAC and the Company. The board of directors of the SPAC Shareholder Meetingshall not withdraw, if necessary amend, qualify or desirable modify its unanimous recommendation to the Public Stockholders that they vote in favor of the SPAC Stockholder Approval Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the Public Stockholders described in the Recitals hereto, a “Modification in Recommendation”). The SPAC’s obligations to establish a record date for, duly call, give notice of, convene and hold the SPAC Special Meeting shall not be affected by any Modification in Recommendation. If, and only if, on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Stockholder Approval, whether or not a quorum is present, the SPAC may make one or more successive postponements or adjournments of the SPAC Special Meeting; provided that the SPAC Special Meeting (x) is not postponed or adjourned to a date that is more than fifteen (15) days after the date for which the SPAC Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to the Outside Date. In connection with the Registration Statement, the SPAC and the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. The SPAC and the Company shall cooperate and provide the Company (and its counsel) with a reasonable determination opportunity to review and comment on the Registration Statement and any exhibit, amendment or supplement thereto prior to filing the same with the SEC. The SPAC shall consider any such comments timely made in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith. The SPAC shall not file the Registration Statement or any exhibit, amendment or supplement thereto without the prior written consent of SPACthe Company, not to be unreasonably withheld, conditioned or delayed. The Company shall provide the SPAC with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Purchaser Common Stock to be issued under this Agreement pursuant to as the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeMerger Consideration, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, transactions contemplated hereby or referred to the extent required, the issuance of any securities in any Transaction Financing)herein, including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational DocumentsReincorporation, by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Securities Act, the Cayman Islands Companies Act Law, the DGCL and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval effecting of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesReincorporation, (iii) to the extent required to be approved by holders change of SPAC Ordinary Shares, name of the Purchaser and the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan in a substantially the form to be mutually agreed by SPAC and the Company, each acting reasonably attached as Exhibit F hereto (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary Shares shares of Purchaser Common Stock issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (giving effect to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantRedemption), (v) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 5.15 5.17 hereof, (vi) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Target Companies must be reviewed or audited by the Target Companies’ auditors. The Purchaser shall cause any information concerning the Purchaser or its stockholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the Registration Statement, or in any amendments or supplements thereto, to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare jointly prepare, and Pubco shall (at the sole cost and expense of Purchaser with the assistance of the Company and respect to any applicable SEC filing fees and/or registration fees) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary and the Pubco Warrants to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior to the Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger Exchange Shares and the amendment and restatement of SPAC’s Organizational DocumentsPIPE Shares), by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies BVI Act and the rules and regulations of the SEC and the NYSENasdaq, (iiB) to the extent required by the NYSEFederal Securities Laws, SPAC’s Organizational Documents or the Cayman Islands Companies BVI Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational DocumentsCharter, (ivC) the adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan of Pubco, which will be in a form and substance reasonably acceptable to be mutually agreed by SPAC the Company and the Company, each acting reasonably (the “Pubco Equity Plan”), Purchaser and which will provide that the total awards under such Pubco Equity Plan equity incentive plan will be a number of Pubco Ordinary Shares equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (vD) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 5.15 8.14 hereof, (viE) such other matters as the Company, Pubco and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through (viE), collectively, the “Shareholder Approval Matters”), and (viiF) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco Holdco shall prepare with the reasonable assistance of the Company Company, and file with the SEC SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (i) the Pubco Securities Holdco Ordinary Shares to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as the Holdco Warrants to be assumed by Holdco and automatically adjusted in favor of immediately the holders of Purchaser Warrants and (ii) the Holdco Ordinary Shares to be issued under this Agreement to the holders of Company Shares prior to the First Merger Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Purchaser Shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Purchaser Shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder Purchaser Shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Purchaser Shareholders to vote, at a an extraordinary general meeting of SPAC the Purchaser Shareholders to be called and held for such purpose (such meeting, together with an adjourned meeting, the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco shall prepare with the assistance of the Company and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders shareholders for the matters to be acted upon at the SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at a general meeting of SPAC Shareholders shareholders to be called and held for such purpose (the “SPAC Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSENasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities SPAC Securities in connection with any the Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage eight percent (8%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 6.15 hereof, (vi) such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Securities shares of Purchaser Common Stock to be issued under this Agreement pursuant to as Merger Consideration and (y) the Mergers to Purchaser Securities deemed reissued in the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeDomestication, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the Purchaser’s shareholders to vote, at a general meeting of SPAC Shareholders the Purchaser to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions (the “Purchaser Board Recommendation”) approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication, (including, ii) to the extent requiredrequired by Nasdaq, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies ActDCGL, the issuance of any securities shares in connection with any Transaction Financingthe PIPE Investment, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Purchaser Class A Ordinary SharesShares (or Purchaser Common Stock after the Domestication), (iii) to the extent required to be approved by holders effecting of SPAC Ordinary Sharesthe Domestication, including the adoption and approval of the Amended Pubco Domestication Organizational Documents, (iv) the adoption and approval of the Amended Purchaser Organizational Documents, (v) adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan in a substantially the form attached as Exhibit I hereto (with such changes that may be agreed in writing by the Purchaser and the Company (such agreement not to be mutually agreed unreasonably withheld, conditioned or delayed by SPAC and either the Purchaser or the Company, each acting reasonably as applicable)) (the “Pubco Equity Incentive Plan”), which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary Shares shares of Purchaser Common Stock issued and outstanding immediately after the ClosingClosing (for the avoidance of doubt, with such percentage to be agreed prior after giving effect to the effectiveness Closing Redemption), (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultantor in correspondence related thereto, (vvii) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 5.15 5.17 hereof, (viviii) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viviii), collectively, the “Purchaser Shareholder Approval Matters”), and (viiix) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC.the Purchaser, including for the solicitation of proxies hereunder in order to get sufficient votes hereunder. The Purchaser shall include the Purchaser Board Recommendation in the Registration Statement and the Proxy Statement, subject to Section 5.12(c). If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Cayman Islands Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Any filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be provided by the Purchaser to the Company (and its counsel) for review, and the Purchaser shall give due consideration to any comments of the Company. The Purchaser and the Company each will advise the other, promptly after they receive notice thereof, of any supplement or amendment filed with respect to the Registration Statement or the Proxy Statement, of the suspension of the qualification of the Purchaser Common Stock to be issued in connection with this Agreement for offering or sale in any jurisdiction or of any request by the SEC for amendment of the Registration Statement or the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto. Each of the Purchaser and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect thereto and any amendments filed in response thereto. The Company shall provide the Purchaser with such information concerning the Target Companies and their respective stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto. Each of the Company and the Purchaser shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Representatives and supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will, at the time the Registration Statement or the Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. 50

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser, the Company and Pubco shall prepare with the assistance of the Company jointly prepare, and Pubco shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary Shares and the Pubco Warrants to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior to the Merger Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders the Purchaser’s shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders Purchaser’s shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the Purchaser’s shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares Purchaser’s shareholders in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies BVI Act and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (viB) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through to (viB), collectively, the “Shareholder Approval Matters”), and (viiC) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Purchaser Common Stock to be issued under this Agreement pursuant to as the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeMerger Consideration, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Reincorporation (includingand, to the extent required, the issuance of any securities shares in any connection with the Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Securities Act, the Cayman Islands Companies Act Law, the DGCL and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval effecting of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesReincorporation, (iii) to the extent required to be approved by holders change of SPAC Ordinary Shares, name of the Purchaser and the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan in a substantially the form to be mutually agreed by SPAC and the Company, each acting reasonably attached as Exhibit F hereto (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock equal to a percentage fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares shares of Purchaser Common Stock issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (giving effect to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation ConsultantRedemption), (v) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 5.15 5.17 hereof, (vi) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Target Companies must be reviewed or audited by the Target Companies’ auditors. The Purchaser shall cause any information concerning the Purchaser or its stockholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the Registration Statement, or in any amendments or supplements thereto, to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare with the reasonable assistance of the Company Company, and file with the SEC SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior to the Cayman Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Purchaser Shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Purchaser Shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder Purchaser Shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Purchaser Shareholders to vote, at a an extraordinary general meeting of SPAC the Purchaser Shareholders to be called and held for such purpose (such meeting, together with an adjourned meeting, the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to shareholders of the holders of SPAC Securities Company and Companies Securities as of immediately prior to the Effective TimePurchaser, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting (as defined below) and providing the Public Shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, without limitation, the Second Merger and, to the extent required, the issuance of any securities in any Transaction Financingthe Company Merger Consideration), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq, (iiB) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption approval and approval authorization of the issuance Second Merger Plan of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesMerger, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (ivC) the adoption and approval of a new Equity Incentive Plan for equity incentive plan of Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Incentive Plan”), which will be substantially in the form set out in Exhibit G attached hereto and which will provide that the total pool of awards under such Pubco Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to a percentage seven percent (7%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC Closing and the Company after review of the Compensation Report and consultation with the Compensation Consultantshall include a customary evergreen provision, (vD) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 5.15 7.14 hereof, (viE) to the extent required by the Federal Securities Laws, the Cayman Companies Act, the adoption of the Amended Pubco Charter, and (F) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through (viF), collectively, the “Purchaser Shareholder Approval Matters”), and (viiG) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of SPACCompany and Purchaser.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC SPAC, the Company and Pubco shall prepare with the assistance of the Company jointly prepare, and Pubco shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary Shares (including the Deferred Shares) and the Pubco Warrants, as applicable, to be issued under this Agreement pursuant to the Mergers to Legacy SPAC Holders, including the holders of SPAC Securities Subscribers, and Companies Securities as of immediately prior to the Effective TimeLegacy SPV Holders, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders the SPAC’s stockholders for the matters to be acted upon at the SPAC Shareholder Special Stockholder Meeting and providing the Public Shareholders SPAC’s stockholders an opportunity in accordance with SPAC’s Organizational Governing Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the SPAC’s stockholders to vote, at a general special meeting of SPAC Shareholders stockholders to be called and held for such purpose (the “SPAC Shareholder Special Stockholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, to by the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares stockholders in accordance with SPAC’s Organizational Governing Documents, the Cayman Islands Companies Act DGCL and the rules and regulations of the SEC and the NYSENASDAQ, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (viB) such other matters as the Company, Pubco Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through to (viB), collectively, the “Shareholder Stockholder Approval Matters”), ) and (viiC) the adjournment of the SPAC Shareholder Special Stockholder Meeting, if necessary or desirable in the reasonable determination of SPAC.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC the Purchaser, Pubco and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed), and Pubco shall prepare with the assistance of the Company and file with the SEC SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior the Company Holders pursuant to the Effective TimeMergers, which Registration Statement will shall also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders the Purchaser’s shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the Purchaser’s shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders the Purchaser’s shareholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Mergers (includingand, to the extent required, the issuance of any securities shares in connection with any Transaction Financing), including ) and the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Act, the DGCL and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iviii) the adoption and approval of a new Equity Incentive Plan equity incentive plan for Pubco Pubco, in a form and substance to be mutually agreed by SPAC the Purchaser and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed Company prior to the effectiveness of the Registration Statement by SPAC Statement, and the Company after review which shall provide for awards for a number of shares of Pubco Common Stock equal to fifteen percent (15%) of the Compensation Report aggregate number of shares of Pubco Common Stock issued and consultation with outstanding immediately after the Compensation ConsultantClosing (after giving effect to the Closing Redemption), (viv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 6.16 hereof, and (viv) such other matters as the Company, Pubco Company and SPAC the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “Purchaser Shareholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC.the Purchaser. The Purchaser Board shall not withdraw, amend, qualify or modify its recommendation that the Purchaser’s shareholders approve the Purchaser Shareholder Approval Matters. If, on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser and Pubco shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Cayman Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Purchaser and Pubco shall consider in good faith any such comments. The Company shall provide Purchaser with such information concerning the Company and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein to the extent based solely on information supplied by the Purchaser, the Merger Subs or the Sponsor for inclusion or incorporation by reference in the Registration Statement or any SEC filings of the Purchaser or the Proxy Statement provided to the Purchaser’s shareholders. 45

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to shareholders and warrantholders of the holders of SPAC Securities Company and Companies Securities as of immediately prior to the Effective TimePurchaser, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger Company Share Consideration and the amendment and restatement issuance of SPAC’s Organizational Documentsany shares in connection with the PIPE Investment), by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq, (iiB) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption authorization and approval of the issuance Second Plan of more than twenty percent (20%) Merger and associated documents by way of special resolution pursuant to the outstanding SPAC Class A Ordinary SharesCayman Companies Act, (iiiC) adoption of an amendment to the extent required Purchaser Charter, effective immediately prior to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to remove the effectiveness of the Registration Statement by SPAC “Redemption Limitation” requirements set forth in Sections 49.2(b), 49.4 and the Company after review of the Compensation Report and consultation 49.5 thereof in connection with the Compensation Consultanttransactions contemplated by this Agreement, (vD) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 5.15 7.15 hereof, (viE) to the extent required by the Federal Securities Laws, the Companies Act, the adoption of the Amended Pubco Charter, and (F) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through (viF), collectively, the “Purchaser Shareholder Approval Matters”), and (viiG) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of all or a portion (as agreed by the Pubco Securities Company and Purchaser in good faith) of the Purchaser Common Stock to be issued under this Agreement pursuant to as the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeMerger Consideration, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Conversion (includingand, to the extent required, the issuance of any securities shares in any Transaction connection with the PIPE Investment or the Company Equity Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act BVI Act, the DCGL and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval effecting of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesConversion, (iii) to the extent required to be approved by holders change of SPAC Ordinary Shares, name of the Purchaser and the adoption and approval of the Amended Pubco Conversion Organizational Documents, (iv) the adoption and approval of (A) a new Equity Incentive Plan for Pubco equity incentive plan in a substantially the form to be mutually agreed by SPAC and the Company, each acting reasonably attached as Exhibit I hereto (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock (including those for the Assumed Options) equal to a percentage five percent (5%) of the aggregate number of Pubco Ordinary Shares shares of Purchaser Common Stock issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (giving effect to the effectiveness Redemption) and (B) the assumption of the Registration Statement Company Equity Plan by SPAC and Purchaser as a new equity incentive plan of Purchaser for the Company after review Assumed Options (which will include the number of shares of Purchaser Common Stock that are subject to the Compensation Report and consultation with the Compensation ConsultantAssumed Options), (v) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 5.15 5.18 hereof, (vi) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the BVI Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary Shares to be issued under this Agreement pursuant to the Mergers to shareholders, rightholders and warrantholders of the holders of SPAC Securities Company and Companies Securities as of immediately prior to the Effective TimeSPAC, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents the SPAC Charter and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financingthe Company Share Consideration), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documentsthe SPAC Charter, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (viB) such other matters as the Company, Pubco Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through and (viB), collectively, the “SPAC Shareholder Approval Matters”), and (viiC) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of Company and SPAC.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser, the Company and Pubco shall prepare with the assistance of the Company jointly prepare, and Pubco shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary Shares and the Pubco Warrants to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior to the Merger Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders the Purchaser’s shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing the Public Shareholders Purchaser’s shareholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders the Purchaser’s shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favor favour of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares Purchaser’s shareholders in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSENasdaq, (iiB) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesPIPE Investment, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (viC) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through to (viC), collectively, the “Shareholder Approval Matters”), and (viiD) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC Purchaser and Pubco shall prepare with the reasonable assistance of the Company Company, and file with the SEC SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Purchaser Securities and Companies Securities as of immediately prior to the Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACPurchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Purchaser Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a general special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Special Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the Transactions (including, including to the extent required, the issuance of any securities shares in any Transaction Financingconnection with the PIPE Investment), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares Purchaser Common Stock in accordance with SPACPurchaser’s Organizational Documents, the Cayman Islands Companies Delaware Act and the rules and regulations of the SEC and the NYSENasdaq, and (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (viB) such other matters as the Company, Pubco and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (iA) through and (viB), collectively, the “Shareholder Stockholder Approval Matters”), and (viiC) the adjournment of the SPAC Shareholder Special Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC the Purchaser and Pubco Holdco shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities required shares and Companies Securities as of immediately prior to the Effective Timewarrants, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Purchaser Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a general special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, transactions contemplated hereby or referred to the extent required, the issuance of any securities in any Transaction Financing)herein, including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares Purchaser Common Stock in accordance with SPACthe Purchaser’s Organizational DocumentsDocuments and IPO Prospectus, the Cayman Islands Companies Act Securities Act, law, and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational DocumentsPurchaser Certificate of Incorporation, including the change of name of the Purchaser, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco Target Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viiv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (viivi) the adjournment of the SPAC Shareholder Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, law, and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Target Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Target Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, the SPAC and Pubco shall prepare prepare, with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities AB PubCo Common Shares (x) to be issued under this Agreement pursuant to as the Mergers to Shareholder Amalgamation Consideration and (y) the holders of replacement AB PubCo Securities issued in the SPAC Securities and Companies Securities as of immediately prior to the Effective TimeContinuance, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC Shareholders for the matters to be acted upon at the SPAC Shareholder Special Meeting and providing the SPAC Public Shareholders an opportunity in accordance with the SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (such rights to have their SPAC Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters (as defined below)Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC Shareholders to vote, at a an extraordinary general meeting of the SPAC Shareholders to be called and held for such purpose (the “SPAC Shareholder Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the SPAC Continuance and the Amalgamation (includingand, to the extent required, the issuance of any securities shares in any Transaction connection with the Debenture Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of by the SPAC Plan of Merger, Shareholders in accordance with the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational DocumentsDocuments and IPO Prospectus, the Cayman Islands Companies Act Securities Act, the DGCL and the ABCA, as applicable, and the rules and regulations of the SEC and the NYSEStock Exchange, (ii) to the extent required by effecting of the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction FinancingSPAC Continuance, including the adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesAB PubCo Organizational Documents, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco A&R AB PubCo Organizational Documents, (iv) the change of name of AB PubCo in connection with the Amalgamation, (v) the adoption and approval of a new Equity Incentive Plan for Pubco equity incentive plan, in a form reasonably acceptable to be mutually agreed by SPAC the Company and the CompanySPAC, each acting reasonably (the “Pubco Equity Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary AB PubCo Common Shares equal to a percentage ten percent (10%) of the aggregate number of Pubco Ordinary AB PubCo Common Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior Closing (calculated after giving effect to the effectiveness Redemption and assuming full exercise of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereofConverted Options), (vi) the release of fifty percent (50%) of the Founder Shares (as defined in the A&R Sponsor Agreement) from the lock-up restrictions applicable thereto, (vii) such other matters as the Company, Pubco Company and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Arrangement, the Amalgamation and the other transactions contemplated by this Agreement (including any proposal to alter the authorized share capital of AB PubCo to match the authorized share capital of Amalco Sub) (the approvals described in foregoing clauses (i) through (vivii), collectively, the “SPAC Shareholder Approval Matters”), and (viiviii) the adjournment of the SPAC Shareholder Special Meeting, if necessary or desirable in the reasonable determination of the SPAC. If on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, the SPAC may make one or more successive postponements or adjournments of the SPAC Special Meeting. In connection with the Registration Statement, the SPAC will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC’s Organizational Documents, the Securities Act, the DGCL and the ABCA, as applicable, and the rules and regulations of the SEC and the Stock Exchange. The SPAC and the Company and their respective counsel shall cooperate and provide one another with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and any comments timely made in good faith shall be considered. The Company and the SPAC shall each provide the other with such information concerning the Company, the SPAC and their respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company or the SPAC, as applicable, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC and Pubco the Purchaser shall prepare with the reasonable assistance of the Company Company, and file with the SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Purchaser Common Stock to be issued under this Agreement pursuant to as the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective TimeMerger Consideration, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined belowi) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the SPAC Shareholder Purchaser Special Meeting (defined below) and providing the Public Shareholders an opportunity in accordance with SPACthe Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters and (as ii) a proxy statement or consent solicitation statement for the purpose of soliciting proxies or consents from Company stockholders for the matters to be acted upon at the Company Special Meeting (defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at a an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “SPAC Shareholder Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication (includingand, to the extent required, the issuance of any securities shares in connection with any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPACFinancing Agreement, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational DocumentsAnanda Trust Investment or any other transaction contemplated hereby), by the holders of SPAC Purchaser Ordinary Shares in accordance with SPACthe Purchaser’s Organizational Documents, the Cayman Islands Companies Act Law, the DCGL and the rules and regulations of the SEC and the NYSENasdaq, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval effecting of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary SharesDomestication, (iii) to the extent required to be approved by holders change of SPAC Ordinary Shares, name of the Purchaser and the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity equity incentive plan (the “Incentive Plan for Pubco Plan”), in a form to be mutually reasonably agreed upon by SPAC the Purchaser and the Company, each acting reasonably (Company during the “Pubco Equity Plan”)Interim Period, which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Ordinary Shares shares of Purchaser Common Stock equal to a percentage (A) 12% of the aggregate number of Pubco Ordinary Shares shares of Purchaser Stock issued and outstanding immediately after the ClosingClosing (as calculated after giving effect to the Redemption), on a fully-diluted basis, such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2023 and continuing until (and including) January 1, 2032, with such percentage annual increase equal to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant3%, (v) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 5.15 5.19 hereof, (vi) any other proposals as the SEC (or any staff-member thereof may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, and (vii) such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vivii), collectively, the “Purchaser Shareholder Approval Matters”), and (viiviii) the adjournment of the SPAC Shareholder Meeting, Purchaser Special Meeting if necessary or desirable in the reasonable determination of SPACPurchaser and the Company. The Purchaser Board shall not withdraw, amend, qualify or modify its recommendation that the Purchaser Shareholders approve the Purchaser Shareholder Approval matters. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting after reasonable consultation with and approved by the Company. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.