Common use of Cooperation; Consultation Clause in Contracts

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the Acquiror Parties shall be subject to the Company’s and the Acquiror Parties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Parties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Merger Closing, each of the Company Group Companies and the Shareholders on the one hand and the Acquiror Parties SPAC on the other, shall, and each of them shall cause its respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction FinancingFinancings) the parties Parties mutually agree to seek in connection with the transactions contemplated by this Agreement Transactions (it being understood and agreed that the consummation of any such financing financings by the Company and Group Companies, SPAC or the Acquiror Parties Sponsor shall be subject to the Company’s and the Acquiror Parties’ mutual agreementagreement of such parties), including (if mutually agreed by the Company Group Companies and the Acquiror PartiesSPAC) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives of the Company Group Companies and its their Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the CompanyGroup Companies, Acquiror, SPAC or their respective auditors. (b) From the date hereof until the Share Exchange Merger Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror SPAC and the Company Group Companies shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this the Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed to by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and the Company Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of any securities issued following the consummation of the transactions contemplated hereby), (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its the Company Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with the PIPE Investment, any Alternative PIPE Investment and any other financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with ‎Section 12.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the other and each other’s financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction Financingtransactions contemplated herein, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its Acquiror or their respective financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement Agreement, including the PIPE Investment (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably requestrequest (including as required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement/Registration Statement, or as otherwise may reasonably be requested by Acquiror for the purpose of inclusion in the Proxy Statement/Registration Statement, and the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of the securities issued in the PIPE Investment following the consummation of the transactions contemplated hereby), (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, (c) providing such other cooperation and assistance as may reasonably requested in connection with the preparation of any investor presentations or other offering materials in connection with the PIPE Investment and (iiid) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably and periodically informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and, to the extent the Acquiror has knowledge thereof, material changes in the holdings of the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) reasonably consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters. Each of Acquiror and the Company acknowledges and agrees that Acquiror’s advisors shall be entitled to the fees and reimbursements with respect to the PIPE Investment set forth in the letter agreement, dated January 28, 2021, between the Acquiror and the Acquiror’s financial advisor.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction FinancingPIPE Investment) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof until the Share Exchange ClosingEffective Time, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this the Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably request, (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof until the Share Exchange ClosingThe Company shall give prompt notice to Acquiror, except and Acquiror shall give prompt notice to the extent inconsistent with applicable Laws or Company, of any confidentiality obligations to third parties, each event which a party becomes aware of Acquiror and during the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback fromInterim Period, the other occurrence, or its financial advisors (if any) engaged for non-occurrence of which causes or would reasonably be expected to cause any of the purposes of this Transactions with respect conditions set forth in Article IX to such mattersfail.

Cooperation; Consultation. (a) Prior to the Share Exchange Amalgamation Closing, each of the Company on the one hand Company, PubCo, Amalgamation Sub and the Acquiror Parties on the other, shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction FinancingPIPE Investment) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the Company, PubCo, Amalgamation Sub or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof until the Share Exchange ClosingAmalgamation Effective Time, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand Company, SPAC and the Acquiror Parties on the other, Acquisition Entities shall, and each of them shall cause its respective Representatives Subsidiaries and controlled Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, contractors (or, independent contractors, as applicable), counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any additional financing arrangement (including the Transaction Financing) the parties may mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and Company, SPAC and/or the Acquiror Parties Acquisition Entities shall be subject to the Company’s and the Acquiror Parties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Parties) (ia) by providing such information and assistance as the other party Parties may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if PubCo were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form F-1 for the resale of the PubCo Common Shares issued in the PIPE Financing, if any, following the consummation of the transactions contemplated hereby), (iib) granting such access to the other party Parties and its Representatives their respective representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, AcquirorSPAC, the Acquisition Entities or their respective auditors. (b) From the date hereof until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange ClosingAmalgamation Effective Time, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction FinancingPIPE Investment) the parties Parties mutually agree to seek in connection with the transactions contemplated by this Agreement Transactions (it being understood and agreed that the consummation of any such financing by the Company and the Acquiror Parties Group Companies, Parent or Amalgamation Sub shall be subject to the Company’s and the Acquiror such Parties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror such Parties) (i) by providing such information and assistance as the other party Party may reasonably request, (ii) granting such access to the other party Party and its Representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives of Parent and the Company and its Subsidiaries Group Companies at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, AcquirorParent, or their respective auditors. (b) From the date hereof of this Agreement until the Share Exchange ClosingAmalgamation Effective Time, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company Parties shall keep the other others reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this the Transactions with respect to such matters. Further, the Parties shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) the terms of the agreements relating to the allocation of the Bonus Shares Pool.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of the securities issued in the PIPE Investment following the consummation of the transactions contemplated hereby), (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand Parties and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the Parties or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company parties and the Acquiror Partiessubject to COVID-19 Measures) (ia) by providing such information and assistance as the other party may reasonably request, (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company Parties and its their Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the CompanyCompany Parties, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other Parties and their financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting PIPE Investment during such period and cooperating with, and considering consider in good faith any feedback from, from the other Company Parties or its their financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required (x) if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and (y) for the Resale Registration Statement), (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the rotation of the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless otherwise mutually agreed by the Company and Acquiror in writing; provided, further, that the Company’s financial advisors shall, at the option of such financial advisors, be credited as a placement agent with respect to the PIPE Investment.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Purchaser Parties on the other, shall, and each of them shall cause its respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the Acquiror Purchaser Parties shall be subject to the Company’s and the Acquiror Purchaser Parties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Purchaser Parties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, AcquirorParent, or their respective auditors. (b) From the date hereof until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror Parent and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that that, other than the PIPE Investment, the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that that, other than the Backstop Commitment and the Forward Purchase Commitment, the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingBackstop Commitment and the Forward Purchase Commitment, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, ; (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, ; and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment during such period, including by (i) providing regular updates; and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided, that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless disclosed in Section 4.16 of the Company Disclosure Letter or Section 5.13 of the Acquiror Disclosure Letter or as otherwise mutually agreed by the Company and Acquiror in writing.

Cooperation; Consultation. (a) Prior to During the Share Exchange ClosingInterim Period, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties Parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that that, other than the Private Placement Investment, the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Parties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Parties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From During the date hereof until the Share Exchange ClosingInterim Period, except subject to the extent inconsistent any applicable public communication made in compliance with applicable Laws or any confidentiality obligations to third partiesSection 11.12, each of Acquiror shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPrivate Placement Investment, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters. (c) During the Interim Period and in connection with the filing of the Proxy Statement / Registration Statement, the Company shall, and shall cause its Subsidiaries and its and their applicable officers, directors, managers, employees, consultants, counsel, accountants, agents and other representatives to, promptly provide Acquiror and its counsel, accountants, agents and other representatives, as applicable, with documents required to be filed with the Proxy Statement / Registration Statement under the applicable SEC requirements, including but not limited to, those pursuant to Item 601 of Regulation S-K under the Securities Act as if the Company was the registrant.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with the PIPE Investment, any Alternative PIPE Investment and any other financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the other and each other’s financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction Financingtransactions contemplated herein, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its Acquiror or their respective financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of the securities issued in the PIPE Investment following the consummation of the transactions contemplated hereby), (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the rotation of the Acquiror Common Stock during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless otherwise mutually agreed by the Company and Acquiror in writing; provided, further, that the Company’s financial advisors shall, at the option of such financial advisors, be credited as a placement agent with respect to the PIPE Investment.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with the PIPE Investment, any Alternative PIPE Investment and any other financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with ‎Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the other and each other’s financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction Financingtransactions contemplated herein, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its Acquiror or their respective financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, Employees, consultants, counsel, accounts, agents and other Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party Party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of the securities issued in connection with such financing arrangement following the consummation of the transactions contemplated hereby), (iib) granting such access to the other party Party and its Representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives of the Company and its Subsidiaries at reasonable times and locations)) and (d) consulting and cooperating with, and considering in good faith any feedback from, each Party and its legal and financial advisors with respect to such matters. All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and use reasonable best efforts to cause its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing (or refinancing) arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of the securities issued in the PIPE Investment following the consummation of the transactions contemplated hereby), (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From auditors and shall be subject to any limitations under applicable Law and to any applicable COVID-19 Measures. Without limiting the date hereof until foregoing, for purposes of this Section 9.6, the Share Exchange ClosingAcquiror consents to the refinancing of any of the Credit Documents, except to the extent inconsistent the Company reasonably determines to do so and for which the Company has provided reasonable prior notice of any such refinancing, provided that (x) the consummation of such refinancing transactions will not be a condition to the Closing or serve as a basis to delay or prevent the Closing, (y) the aggregate principal amount of any such refinancings shall not exceed the aggregate principal amount of the debt being refinanced plus an amount equal to unpaid accrued interest thereon, and reasonable and customary fees and expenses incurred in connection with applicable Laws or such refinancing and (z) any confidentiality obligations to third parties, each of such refinancings (A) shall be on customary market terms available at such time as reasonably determined by the Company and Acquiror and (B) shall permit the Company shall keep consummation of the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financingtransactions contemplated by this Agreement without any consents, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matterswaivers and/or amendments thereto.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably request, (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 12.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the rotation of the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided, that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless otherwise mutually agreed by the Company and Acquiror in writing; provided, further, that the Company’s financial advisors shall, at the option of such financial advisors, be credited as a placement agent with respect to the PIPE Investment.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate cooperate, in good faith and in a timely manner (i) to effectuate the Precedent Transactions and execute and deliver, or cause to be executed and delivered, all such documents and instruments and take, or cause to be taken, all such further or other actions as Company or Acquiror may reasonably deem necessary or desirable to evidence and effectuate the Precedent Transactions, (ii) to duly implement and adopt, and take all other actions, solicit all consents and approvals necessary or appropriate for the implementation and adoption of, the Incentive Plan and (iii) in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (iA) by providing such information and assistance as the other party may reasonably request, (iiB) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiiC) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. The parties hereto agree that initial equity awards (the “Initial Awards”) shall be granted pursuant to the Incentive Plan (following the effectiveness of such plan), subject to the approval of the compensation committee (or other appropriate committee) of the Board of Directors of Acquiror, and in no event shall the Initial Awards be granted prior to occurrence of each of the following: (a) the listing of the shares of Acquiror Common Stock underlying the Initial Awards on the Nasdaq; and (b) registration of the offer and sale of the shares of Acquiror Common Stock underlying the Initial Awards with the SEC on Form S-8. In addition, the parties hereto agree that the Initial Awards shall be subject to the vesting conditions (and related milestones) set forth on Exhibit D hereto. (b) From the date hereof until the Share Exchange ClosingThe Company shall give prompt notice to Acquiror, except and Acquiror shall give prompt notice to the extent inconsistent with applicable Laws or Company, of any confidentiality obligations to third parties, each event which a party becomes aware of Acquiror and during the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback fromInterim Period, the other occurrence, or its financial advisors (if any) engaged for non-occurrence of which causes or would reasonably be expected to cause any of the purposes of this Transactions with respect conditions set forth in Article IX to such mattersfail.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its Subsidiaries and its and their respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties Parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Parties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Parties) (ia) by providing such information and assistance as the other party Party may reasonably request, (iib) granting such access to the other party Party and its Representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 12.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the Acquiror Common Shares during such period, including by consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless as set forth in Section 6.14 of the Acquiror Disclosure Letter or otherwise mutually agreed by the Company and Acquiror in writing.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of HoldCo, the Company on the one hand and the Acquiror Parties on the other, SPAC shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by HoldCo, the Company and the Acquiror Parties or SPAC shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party parties may reasonably request, (iib) granting such access to the other party parties and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of HoldCo, the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of HoldCo, the Company, AcquirorSPAC, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 12.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesSPAC shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, diligence and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the rotation of the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand Company, SPAC and the Acquiror Parties on the other, Acquisition Entities shall, and each of them shall cause its respective Representatives Subsidiaries and controlled Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any additional financing arrangement (including the Transaction Financing) the parties may mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and Company, SPAC and/or the Acquiror Parties Acquisition Entities shall be subject to the Company’s and the Acquiror Parties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Parties) (ia) by providing such information and assistance as the other party Parties may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if PubCo were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form F-1 for the resale of the PubCo Common Shares issued in the PIPE Financing, if any, following the consummation of the transactions contemplated hereby), (iib) granting such access to the other party Parties and its Representatives their respective representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, AcquirorSPAC, the Acquisition Entities or their respective auditors. (b) From the date hereof until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, ACAH shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the Acquiror Parties or ACAH shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if ACAH were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of the securities issued in any Transaction Financing, as applicable, following the consummation of the transactions contemplated hereby), (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, ACAH or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 5.4(b)), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesACAH shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the any Transaction FinancingFinancing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any reasonable feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided that, except as otherwise set forth in Section 5.18(b) of the ACAH Disclosure Schedule, each of ACAH and the Company acknowledges and agrees that none of their respective financial advisors (whether currently engaged or engaged in the future) shall be entitled to any fees with respect to any Transaction Financing unless otherwise mutually agreed by the Company and ACAH in writing.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties may mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably request, (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) . From the date hereof of this Agreement until the Share Exchange ClosingClosing Date (or, except if earlier, the valid termination of this Agreement pursuant to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesArticle X), each of Acquiror shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting PIPE Investment during such period and cooperating with, and considering consider in good faith any feedback from, from the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties may mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably request, (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) . From the date hereof of this Agreement until the Share Exchange ClosingClosing Date (or, except if earlier, the valid termination of this Agreement pursuant to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesARTICLE X), each of Acquiror shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting PIPE Investment during such period and cooperating with, and considering consider in good faith any feedback from, from the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably request, (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date (or, except if earlier, the valid termination of this Agreement pursuant to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesArticle X), each of Acquiror shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the trading of the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accountants, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties may mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiary as would be required (x) if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and (y) for the Resale Registration Statement), (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries Subsidiary at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company parties) and the Acquiror Parties) subject to COVID-19 Measures (i) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and for the Resale Registration Statement, (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the rotation of the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided, that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless otherwise mutually agreed by the Company and Acquiror in writing; provided, further, that the Company’s financial advisors shall, at the option of such financial advisors, be credited as a placement agent with respect to the PIPE Investment.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with the PIPE Investment, any Alternative PIPE Investment and any other financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. Without limiting the foregoing, the Company will instruct the PCAOB Auditor to provide Acquiror and its Representatives reasonable access to all of the financial information used in the preparation of the Financial Statements and PCAOB Audited Financial Statements and reasonably cooperate with the preparation of financial statements or financial information for inclusion in the Registration Statement; provided that Acquiror and its Representatives execute any customary non-reliance or similar agreement reasonably requested by the PCAOB Auditor. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with ‎Section 11.12), until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesClosing Date, each of Acquiror and the Company shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the other and each other’s financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction Financingtransactions contemplated herein, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its Acquiror or their respective financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of the securities issued in the PIPE Investment following the consummation of the transactions contemplated hereby), (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the rotation of the Acquiror Common Stock during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided, that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless otherwise mutually agreed by the Company and Acquiror in writing; provided, further, that the Company’s financial advisors shall, at the option of such financial advisors, be credited as a placement agent with respect to the PIPE Investment.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required (x) if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and (y) for the Resale Registration Statement), (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the rotation of the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided, that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless otherwise mutually agreed by the Company and Acquiror in writing; provided, further, that the Company’s financial advisors shall, at the option of such financial advisors, be credited as a placement agent with respect to the PIPE Investment.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of the securities issued in connection with such financing arrangement following the consummation of the transactions contemplated hereby), (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations)) and (d) consulting and cooperating with, and considering in good faith any feedback from, each party and its legal and financial advisors with respect to such matters. All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof until the Share Exchange Closing, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall keep the other reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting and cooperating with, and considering in good faith any feedback from, the other or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company parties and the Acquiror Partiessubject to COVID-19 Measures) (ia) by providing such information and assistance as the other party may reasonably request, (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement and the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and their financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction Financing, including by consulting PIPE Investment during such period and cooperating with, and considering consider in good faith any feedback from, from the other Company or its their financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (ia) by providing such information and assistance as the other party may reasonably request, (iib) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the rotation of the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided, that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless otherwise mutually agreed by the Company and Acquiror in writing; provided, further, that the Company’s financial advisors shall, at the option of such financial advisors, be credited as a placement agent with respect to the PIPE Investment.

Cooperation; Consultation. (a) Prior to During the Share Exchange ClosingInterim Period, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that that, other than the Private Placement Investment, the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably request, (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From During the date hereof until the Share Exchange ClosingInterim Period, except subject to the extent inconsistent any applicable public communication made in compliance with applicable Laws or any confidentiality obligations to third partiesSection 11.12, each of Acquiror shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPrivate Placement Investment, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Representatives Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with the PIPE Investment or any other financing arrangement (including the Transaction Financing) the parties may mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Partiesparties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Partiesparties) (i) by providing such information and assistance as the other party may reasonably requestrequest (including the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required (x) if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and (y) for a registration statement on Form S-1 for the resale of the securities issued in the PIPE Investment following the Closing), (ii) granting such access to the other party and its Representatives representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third parties, each of Acquiror and the Company shall use their reasonable best efforts to, and shall instruct their respective financial advisors to, keep the each other and each other’s financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and any transfer of the Acquiror Ordinary Shares during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the each other or its and each other’s financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters. (c) Each of Acquiror and Company shall use their reasonable best efforts to cause (A) the total fees of the financial advisors of Acquiror in connection with the transactions contemplated hereby (including the consummation of the Merger and the PIPE Investment) for their professional services to Acquiror, inclusive of the Deferred Discount payable to the Underwriters, not to exceed $34,212,500, and (B) the total fees of the financial advisor of the Company in connection with the transactions contemplated hereby for its professional services to the Company not to exceed $34,212,500.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its Subsidiaries and its and their respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties Parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company and the or Acquiror Parties shall be subject to the Company’s and the Acquiror Parties’ mutual agreement), including (if mutually agreed by the Company and the Acquiror Parties) (ia) by providing such information and assistance as the other party Party may reasonably request, (iib) granting such access to the other party Party and its Representatives as may be reasonably necessary for their due diligence, and (iiic) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date hereof of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 12.12), until the Share Exchange ClosingClosing Date, except to the extent inconsistent with applicable Laws or any confidentiality obligations to third partiesAcquiror shall use its reasonable best efforts to, each of Acquiror and shall instruct its financial advisors to, keep the Company shall keep the other and its financial advisors reasonably informed from time to time upon reasonable request with respect to the Transaction FinancingPIPE Investment and the Acquiror Common Stock during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Company or its financial advisors (if any) engaged for the purposes of this Transactions with respect to such matters; provided that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to the PIPE Investment unless as set forth in Section 6.14 of the Acquiror Disclosure Letter or otherwise mutually agreed by the Company and Acquiror in writing.