Common use of Extension of Time Period to Consummate a Business Combination Clause in Contracts

Extension of Time Period to Consummate a Business Combination. (a) In the event that the Proxy Statement has not been disseminated to Acquiror Shareholders prior to March 27, 2023 in accordance with Section 8.2(b), as promptly as practicable following such date, Acquiror shall, with the Company’s reasonable cooperation, prepare and file with the SEC a proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) with respect to a meeting of the Acquiror Shareholders called for the purpose of approving an amendment of the Acquiror Governing Documents and, if deemed necessary by Acquiror, the Trust Agreement, on terms and conditions agreed by the Parties, to extend the period of time that Acquiror is afforded thereunder to consummate an initial business combination from May 27, 2023 to the date that is one hundred and fifty (150) days after the six-month anniversary of the date of this Agreement or such earlier period as may be mutually agreed by the Parties (such proposal, the “Extension Proposal,” and such extension period, the “Extension Period”). (b) Each of Acquiror and the Company shall use its reasonable best efforts to cause the Extension Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Acquiror and the Company agrees to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Extension Proxy Statement. (c) To the extent not prohibited by Law, each Party shall advise the other, reasonably promptly after it receives notice thereof, of the time when any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Extension Proxy Statement or for additional information. To the extent not prohibited by Law, each Party and its counsel shall be given a reasonable opportunity to review and comment on the Extension Proxy Statement each time before any such document is filed with the SEC, and each Party shall give reasonable and good faith consideration to any comments made by the other and its counsel. To the extent not prohibited by Law, each Party shall provide the other and its counsel with (A) any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its staff with respect to the Extension Proxy Statement promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of such Party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with such Party or its counsel in any discussions or meetings with the SEC. (d) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in Extension Proxy Statement will (i) at the time the Extension Proxy Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) at the date it is first mailed to the Acquiror Shareholders and at the time of the Acquiror Shareholders’ Extension Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If any information relating to the Company, Acquiror or any of their respective Subsidiaries is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, so that it would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Acquiror Shareholders. (e) Acquiror shall as promptly as practicable after the definitive Extension Proxy Statement is filed with the SEC, (i) cause the Extension Proxy Statement to be disseminated to Acquiror Shareholders in compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold a meeting of its shareholders (the “Acquiror Shareholders’ Extension Meeting”) in accordance with Acquiror’s Governing Documents and Nasdaq requirements, for a date no later than May 22, 2023, and (iii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Extension Proposal; provided that, notwithstanding anything to the contrary set forth in this Section 8.12 to the extent (1) the Acquiror Shareholder Approvals are obtained at any time before the Acquiror Shareholders’ Extension Meeting is held and (2) the Closing has occurred on or prior to May 27, 2023, all obligations under this Section 8.12, shall terminate and be of no further force or effect. Acquiror shall, through its Board of Directors, recommend to its stockholders the approval of the Extension Proposal, and include such recommendation in the Extension Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the Acquiror Shareholders that they vote in favor of the Extension Proposal. Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Extension Meeting and submit for approval the Extension Proposal, and Acquiror agrees that if the approval of the Acquiror Shareholders of the Extension Proposal shall not have been obtained at any such Acquiror Shareholders’ Extension Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take actions and hold additional Acquiror Shareholders’ Extension Meetings in order to obtain such approval. Acquiror may only adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Shareholders’ Extension Meeting (i) to solicit additional proxies for the purpose of obtaining the requisite approval of the Extension Proposal, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Extension Meeting; provided that the Acquiror Shareholders’ Extension Meeting may not be adjourned to a date that is more than fifteen (15) Business Days after the date for which the Acquiror Shareholders’ Extension Meeting was originally scheduled (excluding any adjournments required by applicable Law). Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Extension Meeting, as required by Acquiror’s Governing Documents.

Extension of Time Period to Consummate a Business Combination. (a) In If Acquiror and the event Company determine in good faith by January 1, 2023 that it is probable that the Proxy Statement has not been disseminated to Acquiror Shareholders prior to Mergers will be consummated after March 271, 2023 in accordance with Section 8.2(b), as promptly as practicable following such date2023, Acquiror shall, shall prepare (with the reasonable cooperation of the Company’s reasonable cooperation, prepare ) and file with the SEC a proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) with respect pursuant to a meeting which it shall seek the approval of the Acquiror Shareholders called its shareholders for the purpose of approving an amendment of the Acquiror Governing proposals to amend Acquiror’s Organizational Documents and, if deemed necessary by Acquiror, the Trust Agreement, on terms and conditions agreed by the Parties, to extend the time period for Acquiror to consummate its initial Business Combination for (x) up to an additional six (6) months, from March 2, 2023 to September 2, 2023 or (y) such other period of time that as Acquiror is afforded thereunder to consummate an initial business combination from May 27, 2023 to and the date that is one hundred and fifty Company may mutually agree (150) days after the six-month anniversary of the date of this Agreement or such earlier period as may be mutually agreed by the Parties (such proposal, the “Extension Proposal,” and such extension period, the “Extension Period”). (b) Each of . Acquiror and the Company shall use its reasonable best efforts to cause the Extension Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Acquiror SEC and the Company agrees to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with have the Extension Proxy StatementStatement cleared by the SEC as promptly as practicable after such filing. Acquiror shall provide the Company a reasonable opportunity to review the Extension Proxy Statement prior to its filing with the SEC and will consider in good faith the incorporation of any comments thereto provided by the Company. (cb) To the extent not prohibited by Law, each Party shall Acquiror will advise the otherCompany, reasonably promptly after it Acquiror receives notice thereof, of the time when the Extension Proxy Statement or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, filed or of any request by the SEC for the amendment or supplement of the Extension Proxy Statement or for additional information. To the extent not prohibited by Law, each Party the Company and its counsel shall be given a reasonable opportunity to review and comment on the Extension Proxy Statement each time before any such document is filed with the SEC, SEC by Acquiror and each Party Acquiror shall give reasonable and good faith consideration to any comments made by the other Company and its counsel. To the extent not prohibited by Law, each Party of Acquiror and the Company shall provide the each other party and its their counsel with (Ai) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Extension Proxy Statement promptly after receipt of those comments or other communications and (Bii) a reasonable opportunity to participate in the response of such Party party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with such Party the other parties or its their counsel in any discussions or meetings with the SEC. (dc) Each of Acquiror and the Company agrees to use commercially reasonable efforts to, as promptly as reasonably practicable, to furnish the other party with such information as shall be reasonably requested concerning itself, its Subsidiaries, officers, directors, managers, shareholders, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested for inclusion in (including to be incorporated by reference in) or attachment to the Extension Proxy Statement. Each of Acquiror and the Company shall ensure that none of the any information supplied provided by it or on its behalf for inclusion or incorporation in (including to be incorporated by reference in Extension Proxy Statement will (iin) at the time or attachment to the Extension Proxy Statement Statement, at the earlier of the date it is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact SEC or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) at the date it is first mailed to the Acquiror Shareholders shareholders of Acquiror, shall be accurate in all material respects and at the time of the Acquiror Shareholders’ Extension Meeting, contain any untrue statement of a material fact or shall not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its equityholders as is required under Regulation 14A of the Exchange Act regulating the solicitation of proxies. If If, at any information relating time prior to the Companyconclusion of the Extension Meeting, Acquiror or any of their respective Subsidiaries is discovered by the Company becomes aware of (x) the Extension Proxy Statement’s containing any untrue statement of a material fact or Acquiroromitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading or (y) any other information which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, Statement so that it would not include any misstatement untrue statement of a material fact or omit omitting to state any a material fact necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading, the party which discovers such information Company or Acquiror (as applicable) shall promptly notify inform Acquiror or the Company (as applicable) and each cooperate with the other parties and in filing with the SEC or mailing to the shareholders of Acquiror an appropriate amendment or supplement describing such information to the Extension Proxy Statement. Each of the Company and Acquiror shall use its commercially reasonable efforts to cause their and their Subsidiaries’ managers, directors, officers and employees to be promptly filed reasonably available to Acquiror, the Company and their respective counsel in connection with the SEC and, drafting of such filings and mailings and responding in a timely manner to comments from the extent required by Law, disseminated to the Acquiror ShareholdersSEC. (ed) Acquiror shall (i) as promptly as practicable after the definitive Extension Proxy Statement is filed with cleared by the SEC, (iA) cause the Extension Proxy Statement to be disseminated to the shareholders of Acquiror Shareholders in compliance with applicable Law, (iiB) duly (1x) give notice of and (2y) convene and hold a meeting of its shareholders (the “Acquiror Shareholders’ Extension Meeting”) in accordance with Acquiror’s Governing Organizational Documents and Nasdaq requirements, applicable NYSE listing rules for a date no later than May 22March 1, 2023; provided, that the Extension Meeting shall be scheduled for a date and time such that, after the conclusion of such meeting, Acquiror shall have sufficient time to effectuate the amendment of the Acquiror’s Organizational Documents, and (iiiC) solicit proxies from the holders of Acquiror Common Stock Ordinary Shares to vote in favor of each of the Extension Proposal; provided that, notwithstanding anything to the contrary set forth in this Section 8.12 to the extent (1) the Acquiror Shareholder Approvals are obtained at any time before the Acquiror Shareholders’ Extension Meeting is held and (2ii) provide its shareholders with the Closing has occurred opportunity to elect to effect a redemption of shares of Acquiror Ordinary Shares at a per share price, payable in cash, equal to a pro rata share of the aggregate amount on or prior to May 27, 2023, all obligations under this Section 8.12, shall terminate and be of no further force or effectdeposit in the Trust Account. Acquiror shall, through its Board of DirectorsDirectors or Acquiror Special Committee, recommend to its stockholders the approval of the Extension Proposal, and include such recommendation in the Extension Proxy Statement. The Subject to Section 8.2(b)(ii), neither the Board of Directors of Acquiror nor the Acquiror Special Committee shall not withdraw, amend, qualify or modify its recommendation to the shareholders of Acquiror Shareholders that they vote in favor of the Extension Proposal. . (e) To the fullest extent permitted by applicable Law, (x) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Extension Meeting and submit for approval the Extension Proposal, Proposal and (y) Acquiror agrees that if the approval of the Acquiror Shareholders of the Extension Proposal shall not have been obtained at any such Acquiror Shareholders’ Extension Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take all such necessary actions, including the actions required by this Section 8.7, and hold additional Acquiror Shareholders’ Extension Meetings in order to obtain such approvalapproval for the Extension Proposal. Acquiror may only adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Shareholders’ Extension Meeting (i) to solicit additional proxies for the purpose of obtaining the requisite approval of for the Extension Proposal, (ii) for the absence of a quorum and quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of Acquiror Shareholders prior to the Acquiror Shareholders’ Extension Meeting, (iv) to allow reasonable additional time to reduce the number of Acquiror Ordinary Shares as to which the holders thereof have elected to effect a redemption thereof, or (iv) with the prior written consent of the Company; provided provided, that the Acquiror Shareholders’ Extension Meeting (A) may not be adjourned to a date that is more than fifteen ten (1510) Business Days days after the date for which the Acquiror Shareholders’ Extension Meeting was originally scheduled (excluding any adjournments required by applicable Law). ) and (B) shall be held no later than March 1, 2023; provided, that following the adjournment, the rescheduled Extension Meeting shall be scheduled for a date and time such that, after the conclusion of such meeting, Acquiror agrees that it shall provide have sufficient time to effectuate the amendment of the Acquiror’s Organizational Documents. (f) As promptly as reasonably practicable following the approval of the Extension Proposal by the requisite holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Ordinary Shares (and in any event, within 2 Business Days thereafter), Acquiror Class A Common Stock in connection shall file with the Acquiror Shareholders’ applicable Governmental Authority or Authorities the amendment to its Organizational Documents as contemplated by the Extension Meeting, as required by Acquiror’s Governing DocumentsProposal and shall deliver to the Company evidence thereof.

Extension of Time Period to Consummate a Business Combination. (a) In the event that If the Proxy Statement relating to the Acquiror Shareholders’ Meeting has not been disseminated mailed to the stockholders of the Acquiror Shareholders prior to March 27by November 30, 2023 in accordance with Section 8.2(b)2021, then as promptly as reasonably practicable following after such date, Acquiror shall, shall prepare (with the reasonable cooperation of the Company’s reasonable cooperation, prepare ) and file with the SEC a proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) with respect pursuant to a meeting which it shall seek the approval of the Acquiror Shareholders called its stockholders for the purpose of approving an amendment of the Acquiror proposals to amend (i) Acquiror’s Governing Documents and, if deemed necessary by Acquiror, and (ii) the Trust Agreement, on terms and conditions agreed by the Partiesin each case, to extend the time period of time that for Acquiror is afforded thereunder to consummate an its initial business combination from May 27January 30, 2023 2022 (the “Extension Approval End Date”) to the date that is one hundred and fifty twelve (15012) days months after the six-month anniversary of the date of this Agreement or such earlier period as may be mutually agreed by the Parties (such proposaldate, the “Extended Deadline” and such proposals, the “Extension Proposal,” and such extension period, the “Extension PeriodProposals”). (b) Each of . Acquiror and the Company shall use its reasonable best efforts to cause the Extension Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Acquiror SEC and the Company agrees to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with have the Extension Proxy StatementStatement cleared by the SEC as promptly as practicable after such filing. Acquiror shall provide the Company a reasonable opportunity to review the Extension Proxy Statement prior to its filing with the SEC and will consider in good faith the incorporation of any comments thereto provided by the Company. (cb) To the extent not prohibited by Law, each Party shall Acquiror will advise the otherCompany, reasonably promptly after it Acquiror receives notice thereof, of the time when the Extension Proxy Statement or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Extension Proxy Statement or for additional information. To the extent not prohibited by Law, each Party the Company and its counsel shall be given a reasonable opportunity to review and comment on the Extension Proxy Statement each time before any such document is filed with the SEC, SEC by Acquiror and each Party Acquiror shall give reasonable and good faith consideration to any comments made by the other Company and its counsel. To the extent not prohibited by Law, each Party of Acquiror and the Company shall provide the each other party and its their counsel with (Ai) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Extension Proxy Statement promptly after receipt of those comments or other communications and (Bii) a reasonable opportunity to participate in the response of such Party party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with such Party the other parties or its their counsel in any discussions or meetings with the SEC. (dc) Each of Acquiror and the Company agrees to use commercially reasonable efforts to, as promptly as reasonably practicable, to furnish the other party with such information as shall be reasonably requested concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested for inclusion in (including to be incorporated by reference in) or attachment to the Extension Proxy Statement. Each of Acquiror and the Company shall ensure that none of the any information supplied provided by it or on its behalf for inclusion or incorporation in (including to be incorporated by reference in Extension Proxy Statement will (iin) at the time or attachment to the Extension Proxy Statement Statement, at the earlier of the date it is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact SEC or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) at the date it is first mailed to the Acquiror Shareholders shareholders of Acquiror, shall be accurate in all material respects and at the time of the Acquiror Shareholders’ Extension Meeting, contain any untrue statement of a material fact or shall not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its equityholders as is required under Regulation 14A of the Exchange Act regulating the solicitation of proxies. If at any information relating time prior to the Company, Closing Acquiror or any of their respective Subsidiaries is discovered by the Company becomes aware of (x) the Extension Proxy Statement’s containing any untrue statement of a material fact or Acquiroromitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading or (y) any other information which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, Statement so that it would not include any misstatement untrue statement of a material fact or omit omitting to state any a material fact necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading, the party which discovers such information Company or Acquiror (as applicable) shall promptly notify inform Acquiror or the Company (as applicable) and each cooperate with the other parties and in filing with the SEC or mailing to the shareholders of Acquiror an appropriate amendment or supplement describing such information to the Extension Proxy Statement. Each of the Company and Acquiror shall use its commercially reasonable efforts to cause their and their Subsidiaries’ managers, directors, officers and employees to be promptly filed reasonably available to Acquiror, the Company and their respective counsel in connection with the SEC and, drafting of such filings and mailings and responding in a timely manner to comments from the extent required by Law, disseminated to the Acquiror ShareholdersSEC. (ed) Acquiror shall (i) as promptly as practicable after the definitive Extension Proxy Statement is filed with cleared by the SEC, (iA) cause the Extension Proxy Statement to be disseminated to the shareholders of Acquiror Shareholders in compliance with applicable Law, (iiB) duly (1x) give notice of and (2y) convene and hold a meeting of its shareholders (the “Acquiror Shareholders’ Extension Meeting”) in accordance with Acquiror’s Governing Documents and Nasdaq requirementsListing Rule 5620(b), for a date no later than May 22, 2023three (3) Business Days prior to the Extension Approval End Date (or such later date as the Company and Acquiror shall agree), and (iiiC) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Extension ProposalProposals, and (ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption; provided that, notwithstanding anything to the contrary set forth in this Section 8.12 8.4 to the extent (1) the Acquiror Shareholder Approvals are Approval is obtained at any time before the Acquiror Shareholders’ Extension Meeting is held and (2) the Closing has occurred on or prior to May 27, 2023the Extension Approval End Date, all obligations under this Section 8.12, 8.4 shall terminate and be of no further force or effect. Acquiror shall, through its Board of Directors, recommend to its stockholders shareholders the approval of the Extension ProposalProposals, and include such recommendation in the Extension Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the shareholders of Acquiror Shareholders that they vote in favor of the Extension Proposal. Proposals. (e) To the fullest extent permitted by applicable Law, (x) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Extension Meeting and submit for approval the Extension Proposal, Proposals and (y) Acquiror agrees that if the approval of the Acquiror Shareholders of the Extension Proposal Approval shall not have been obtained at any such Acquiror Shareholders’ Extension Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take all such necessary actions, including the actions required by this Section 8.4, and hold additional Acquiror Shareholders’ Extension Meetings in order to obtain such approvalthe Acquiror Extension Approval. Acquiror may only adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Shareholders’ Extension Meeting (i) to solicit additional proxies for the purpose of obtaining the requisite approval of the Acquiror Extension ProposalApproval, (ii) for the absence of a quorum and quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror Shareholders prior to the Acquiror Shareholders’ Extension Meeting or (iv) with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed) in the event that, as a result of the Acquiror Stock Redemptions submitted by the Acquiror’s stockholders prior to the Acquiror Extension Meeting, the conditions set forth in Section 9.1(a) would not be satisfied as of the Closing; provided provided, that the Acquiror Shareholders’ Extension Meeting (A) may not be adjourned to a date that is more than fifteen twenty (1520) Business Days days after the date for which the Acquiror Shareholders’ Extension Meeting was originally scheduled (excluding any adjournments required by applicable Law). Acquiror agrees that it ) and (B) shall provide be held no later than three (3) Business Days prior to the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Extension Meeting, as required by Acquiror’s Governing DocumentsApproval End Date.

Extension of Time Period to Consummate a Business Combination. (ai) In the event that the Proxy Statement has not been disseminated to Acquiror Shareholders prior to March 27, 2023 in accordance with Section 8.2(b), as As promptly as reasonably practicable following such dateafter the execution of this Agreement, Acquiror shall, shall prepare (with the CompanyHolder’s and the Companies’ reasonable cooperation, prepare cooperation (including causing their respective Subsidiaries and representatives to cooperate)) and file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) with respect to a meeting of the Acquiror Shareholders called for the purpose of approving an amendment of amend (A) the Acquiror Governing Documents and, if deemed necessary by Acquiror, and (B) the Trust Agreement, on terms and conditions agreed by the Partiesin each case, to extend the time period of time that for Acquiror is afforded thereunder to consummate an initial business combination a Business Combination from May 27September 18, 2023 2019 (the “Extension Approval End Date”) to the date that is one hundred December 18, 2019 (clauses (A) and fifty (150B) days after the six-month anniversary of the date of this Agreement or such earlier period as may be mutually agreed by the Parties (such proposaltogether, the “Extension Proposal,” and such extension period, the “Extension PeriodProposals”). (b) Each of . Acquiror and the Company shall use its reasonable best efforts to cause the Extension Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Acquiror and the Company agrees , to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with have the Extension Proxy StatementStatement cleared by the SEC as promptly as practicable after such filing. (cii) To the extent not prohibited by Law, each Party shall Acquiror will advise the otherHolder and the Companies, reasonably promptly after it Acquiror receives notice thereof, of the time when the Extension Proxy Statement has been cleared by the SEC, if any, any supplement or amendment thereto has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Extension Proxy Statement or for additional information. To the extent not prohibited by Law, each Party the Holder, the Companies and its their counsel shall be given a reasonable opportunity to review and comment on the Extension Proxy Statement in connection therewith each time before any such document is filed with the SEC, and each Party Acquiror shall give reasonable and good faith consideration to any comments made by the other Holder, the Companies and its their counsel. To the extent not prohibited by Law, each Party Acquiror shall provide the other Holder, the Companies and its their counsel with (A) any comments or other communications, whether written or oral, that it Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Extension Proxy Statement in connection therewith promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of such Party Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with such Party the Holder, the Companies or its their counsel in any discussions or meetings with the SEC. (diii) Each of Acquiror Acquiror, the Holder and the Company Companies shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in Extension Proxy Statement will (i) at the time the Extension Proxy Statement is filed with the SECwill, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) at the date it is first mailed to the Acquiror Shareholders and at the time of the Acquiror Extension Shareholders’ Extension Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. . (iv) If at any time prior to the Extension Shareholders’ Meeting any information relating to the CompanyHolder, the Companies, Acquiror or any of their respective Subsidiaries Subsidiaries, Affiliates, directors or officers is discovered by the Company Holder, the Companies or Acquiror, which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, so that it neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Extension Proxy Statement, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Acquiror Shareholders. (ev) Acquiror shall (A) as promptly as practicable after the definitive Extension Proxy Statement is filed with cleared by the SEC, (i1) cause the Extension Proxy Statement to be disseminated to Acquiror Shareholders in compliance with applicable Law, (ii2) solely with respect to the following clause (I), duly (1I) give notice of and (2II) convene and hold a meeting of its shareholders (the “Acquiror Extension Shareholders’ Extension Meeting”) in accordance with Acquiror’s the Acquiror Governing Documents and Nasdaq requirements, Section 710 of the NYSE Listing Rules for a date no earlier than September 1, 2019 and no later than May 22, 2023five (5) Business Days prior to the Extension Approval End Date, and (iiiIII) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Extension ProposalProposals, and (b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption; provided that, notwithstanding anything to the contrary set forth in this Section 8.12 9.2(c) to the extent (1x) the Acquiror Shareholder Approvals are Approval is obtained at any time before the Acquiror Extension Shareholders’ Extension Meeting is held and (2y) the Closing Effective Time has occurred on or prior to May 27, 2023the date that is five (5) Business Days prior to the Extension Approval End Date, all obligations under this Section 8.129.2(c), shall terminate and be of no further force or effect. Acquiror shall, through its Board of Directors, recommend to its stockholders shareholders the approval of the Extension ProposalProposals, and include such recommendation in the Extension Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the shareholders of Acquiror Shareholders that they vote in favor of the Extension ProposalProposals. To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Extension Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Extension Shareholders’ Extension Meeting and submit for approval the Extension Proposal, Proposals and (z) Acquiror agrees that if the approval of the Acquiror Shareholders of the Extension Proposal Approval shall not have been obtained at any such Acquiror Extension Shareholders’ Extension Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take all such necessary actions, including the actions required by this Section 9.2(c), and hold additional Acquiror Extension Shareholders’ Extension Meetings in order to obtain such approvalthe Acquiror Extension Approval. Acquiror may only adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Extension Shareholders’ Extension Meeting (i) to solicit additional proxies for the purpose of obtaining the requisite approval of the Acquiror Extension ProposalApproval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of Acquiror Shareholders prior to the Acquiror Extension Shareholders’ Extension Meeting; provided provided, that the Acquiror Shareholders’ Extension Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days 15 days after the date for which the Acquiror Extension Shareholders’ Extension Meeting was originally scheduled (excluding any adjournments required by applicable Law). ) and (y) is held no later than five (5) Business Days prior to the Extension Approval End Date. (vi) At Holder’s election in writing to be delivered to Acquiror agrees that it shall provide following the holders receipt of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Extension MeetingApproval, as required by Acquiror’s Governing DocumentsAcquiror shall comply with and take all actions set forth in Section 9.2(c)(i) – (v), mutatis mutandis, in order to further extend the time period for Acquiror to consummate a Business Combination from December 18, 2019 to April 18, 2020.

Extension of Time Period to Consummate a Business Combination. (a) In the event that the Proxy Statement has not been disseminated to Acquiror Shareholders prior to March 27, 2023 in accordance with Section 8.2(b), as As promptly as reasonably practicable following such dateafter the execution of this Agreement, Acquiror shall, the Buyer shall prepare (with the Company’s Acquired Companies’ reasonable cooperation, prepare ) and file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) with respect to a meeting of amend the Acquiror Shareholders called for the purpose of approving an amendment of the Acquiror Governing Documents and, if deemed necessary by Acquiror, the Trust Agreement, on terms Buyer Amended and conditions agreed by the Parties, Restated Charter to extend the time period of time that Acquiror is afforded thereunder for the Buyer to consummate an initial business combination a Business Combination (as defined in the Amended and Restated Certificate of Incorporation) from May 27January 6, 2023 2020 to the date that is one hundred and fifty March 31, 2020 (150) days after the six-month anniversary of the date of this Agreement or such earlier period as may be mutually agreed by the Parties (such proposal, the “Extension Proposal,” and such extension period, the “Extension Period”). (b) Each of Acquiror and the Company . The Buyer shall use its reasonable best efforts to cause the Extension Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Acquiror and the Company agrees to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Extension Proxy Statement. (c) To the extent not prohibited by Law, each Party shall advise the other, reasonably promptly after it receives notice thereof, of the time when any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of to have the Extension Proxy Statement or for additional information. To cleared by the extent not prohibited by Law, each Party SEC as promptly as practicable after such filing. (b) The Company and its the Acquired Companies and their counsel shall be given a reasonable opportunity to review and comment on any and all amendments and supplements to the Extension Proxy Statement each time before any such document is filed with the SEC, and each Party the Buyer shall give reasonable and good faith consideration to any comments made by the other Company and its the Acquired Companies and their counsel. To the extent not prohibited by Lawapplicable Legal Requirements, each Party the Buyer shall provide the other Company and its the Acquired Companies and their counsel with (Ai) any comments or other communications, whether written or oral, that it the Buyer or its counsel may receive from time to time from the SEC or its staff the Staff of the SEC with respect to the Extension Proxy Statement and any and all amendments and supplements thereto promptly after receipt of those comments or other communications and (Bii) a reasonable opportunity to participate in the response of such Party the Buyer to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with such Party or its including the Company, the Acquired Companies and their counsel in any discussions or meetings with the SEC. (dc) Each of Acquiror the Buyer, the Company and the Company Acquired Companies shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in Extension Proxy Statement will (i) at the time the Extension Proxy Statement is filed with the SECwill, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) at the date it is first mailed to the Acquiror Shareholders holders of Buyer Common Stock and at the time of the Acquiror Extension Shareholders’ Extension Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. . (d) If at any time prior to the Extension Shareholders’ Meeting any information relating to the Company, Acquiror the Acquired Companies, the Buyer or any of their respective Subsidiaries Subsidiaries, Affiliates, directors or officers is discovered by the Company Company, the Acquired Companies or Acquirorthe Buyer, which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, so that it such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party which discovers such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing such information shall be filed promptly filed with the SEC and, to the extent required by Lawapplicable Legal Requirements, disseminated to the Acquiror Shareholdersholders of Buyer Common Stock. (e) Acquiror The Buyer shall (i) as promptly as practicable after the definitive Extension Proxy Statement is filed with cleared by the SEC, (iA) cause the Extension Proxy Statement to be disseminated to Acquiror Shareholders holders of Buyer Common Stock in compliance with applicable LawLegal Requirements, (iiB) duly (1) give notice of and (2) convene and hold a meeting of its shareholders (the “Acquiror Extension Shareholders’ Extension Meeting”) in accordance with Acquiror’s Governing Documents its Amended and Restated Certificate of Incorporation and Bylaws and the Nasdaq requirements, for Listing Rules on a date no later than May 22fifteen (15) Business Days prior to January 6, 20232020, subject to Buyer’s right to adjourn the Extension Shareholders’ Meeting as provided in this Agreement, and (iiiC) solicit proxies from the holders of Acquiror Buyer Common Stock to vote in favor of each of the Extension Proposal; provided that, notwithstanding anything to the contrary set forth in this Section 8.12 to the extent (1) the Acquiror Shareholder Approvals are obtained at any time before the Acquiror Shareholders’ Extension Meeting is held and (2D) provide its shareholders with the Closing has occurred on or prior opportunity to May 27, 2023, all obligations under this Section 8.12, shall terminate elect to effect a share redemption in accordance with the terms of the Buyer’s Amended and be Restated Certificate of no further force or effectIncorporation. Acquiror The Buyer shall, through its Board board of Directorsdirectors, recommend to its stockholders shareholders the approval of the Extension Proposal, and include such recommendation in the Extension Proxy Statement. The Board board of Directors directors of Acquiror the Buyer shall not withdraw, amend, qualify or modify its recommendation to the Acquiror Shareholders shareholders of the Buyer that they vote in favor of the Extension Proposal. Acquiror To the fullest extent permitted by applicable Legal Requirements, (x) the Buyer’s obligations to establish a record date for, duly call, give notice of, convene and hold the Extension Shareholders’ Meeting shall not be affected by any modification in the recommendation of its board of directors with respect to the Extension Proposal, (y) the Buyer agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Extension Shareholders’ Extension Meeting and submit for approval the Extension Proposal, Proposal and Acquiror (z) the Buyer agrees that if the approval of the Acquiror Shareholders of the Buyer Extension Proposal Approval shall not have been obtained at any such Acquiror Extension Shareholders’ Extension Meeting, then Acquiror the Buyer shall promptly continue to use its reasonable best efforts to take all such necessary actions and hold additional Acquiror Extension Shareholders’ Extension Meetings in order to obtain such approvalthe Buyer Extension Approval. Acquiror The Buyer may only adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Extension Shareholders’ Extension Meeting (i) to solicit additional proxies for the purpose of obtaining the requisite approval of the Buyer Extension ProposalApproval, (ii) for the absence of a quorum quorum, (iii) subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, to amend the Extension Proposal, and (iiiiv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror the Buyer has determined in good faith after consultation with outside legal counsel is required under applicable Law Legal Requirements and for such supplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders shareholders of the Buyer prior to the Acquiror Extension Shareholders’ Extension Meeting; provided provided, that the Acquiror Extension Shareholders’ Extension Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days 15 days after the date for which the Acquiror Extension Shareholders’ Extension Meeting was originally scheduled (excluding any adjournments required by applicable Law). Acquiror agrees that it Legal Requirements) and (y) shall provide be held no later than fifteen (15) Business Days prior to January 6, 2020, subject to Buyer’s right to adjourn the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Extension Shareholders’ Extension Meeting, Meeting as required by Acquiror’s Governing Documentsprovided in this Agreement.

Extension of Time Period to Consummate a Business Combination. (a) In If Acquiror and the event Company determine in good faith that it is probable that the Proxy Statement has not been disseminated to Acquiror Shareholders prior to Mergers will be consummated after March 2711, 2023 in accordance with Section 8.2(b), as promptly as practicable following such date2023, Acquiror shall, shall prepare (with the reasonable cooperation of the Company’s reasonable cooperation, prepare ) and file with the SEC a proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) with respect pursuant to which it shall seek the approval of its shareholders for a meeting of proposal (the “Extension Proposal”) to amend the Acquiror Shareholders called for the purpose of approving an amendment of the Acquiror Governing Documents and, if deemed necessary by Acquiror, the Trust Agreement, on terms and conditions agreed by the Parties, Charter to extend the period of time that deadline by which Acquiror is afforded thereunder required to consummate its initial Business Combination (the “Business Combination Deadline”) by at least an initial business combination additional six (6) months, from May 27March 12, 2023 to at least September 12, 2023. (b) The Extension Proxy Statement will comply as to form and substance with the date that is one hundred and fifty (150) days after the six-month anniversary applicable requirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary approve the Extension Proposal. Acquiror shall (I) file the definitive Extension Proxy Statement with the SEC and (II) cause the Extension Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the Acquiror Board in accordance with Section 8.08(f), as promptly as practicable (but in no event less than five Business Days except as otherwise required by applicable Law) following the earlier to occur of: (x) if the preliminary Extension Proxy Statement is not reviewed by the SEC, the expiration of this Agreement the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier period as may be mutually agreed by the Parties (such proposaldate, the “Extension Proposal,” and such extension period, the “Extension PeriodProxy Clearance Date”). (bc) Each of Prior to filing with the SEC, Acquiror and will make available to the Company and its counsel drafts of the Extension Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Extension Proxy Statement or such other document and will provide the Company and its counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith, including by participating with Acquiror or its counsel in any scheduled discussions or meetings with the SEC (to the extent permitted by the SEC). Acquiror shall not file any such documents with the SEC without the prior consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise the Company promptly after it receives notice thereof, of: (A) the time when the Extension Proxy Statement has been filed; (B) if the preliminary Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (E) any request by the SEC for amendment of the Extension Proxy Statement; (F) any comments from the SEC relating to the Extension Proxy Statement and responses thereto; (G) requests by the SEC for additional information; and (H) the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. Acquiror shall respond to any SEC comments on the Extension Proxy Statement as promptly as practicable and shall use its reasonable best efforts to cause have the Extension Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable; provided, that prior to comply responding to any requests or comments from the SEC, Acquiror will make available to the Company Parties and their respective counsel drafts of any such response and provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts, including by participating with Acquiror or its counsel in any discussions or meetings with the rules and regulations promulgated SEC (to the extent permitted by the SEC). (d) If, at any time prior to the Extension Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Extension Proxy Statement so that the Extension Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Extension Proxy Statement containing such information. Each Company Party will provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, a Company Party discovers any information, event or circumstance relating to such Company Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Extension Proxy Statement so that the Extension Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Company Party shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies. (e) Each of Acquiror and the each Company Party agrees to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Extension Proxy Statement. (cf) To the extent not prohibited by Law, each Party shall advise the other, reasonably promptly after it receives notice thereof, of the time when any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Extension Proxy Statement or for additional information. To the extent not prohibited by Law, each Party and its counsel shall be given a reasonable opportunity to review and comment on the Extension Proxy Statement each time before any such document is filed with the SEC, and each Party shall give reasonable and good faith consideration to any comments made by the other and its counsel. To the extent not prohibited by Law, each Party shall provide the other and its counsel with (A) any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its staff with respect to the Extension Proxy Statement promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of such Party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with such Party or its counsel in any discussions or meetings with the SEC. (d) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in Extension Proxy Statement will (i) at the time the Extension Proxy Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) at the date it is first mailed to the Acquiror Shareholders and at the time of the Acquiror Shareholders’ Extension Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintake, in light of the circumstances under which they are made, not misleading. If any information relating to the Company, Acquiror or any of their respective Subsidiaries is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, so that it would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Acquiror Shareholders. (e) Acquiror shall as promptly as practicable after the definitive Extension Proxy Statement is filed with the SEC, (i) cause the Extension Proxy Statement to be disseminated to Acquiror Shareholders in compliance accordance with applicable Law, (ii) NYSE rules and its Organizational Documents, all action necessary to duly (1) give notice of and (2) convene and hold a meeting of its shareholders (the “Acquiror Shareholders’ Extension Meeting”) in accordance with Acquiror’s Governing Documents and Nasdaq requirements, as promptly as reasonably practicable after the Extension Proxy Clearance Date but for a date in no event later than May 22ten (10) days prior to the Business Combination Deadline (and will establish a record date for, 2023, give notice of and (iii) solicit proxies from commence the holders of Acquiror Common Stock to vote in favor of each mailing of the Extension Proposal; provided that, notwithstanding anything Proxy Statement to the contrary set forth in this Section 8.12 stockholders of Acquiror as promptly as practicable after the Extension Proxy Clearance Date), to (i) consider and vote upon the extent approval of the Extension Proposal and to cause such vote to be taken and (1ii) provide stockholders of Acquiror with the opportunity to elect to effect the Acquiror Shareholder Approvals are obtained at any time before the Acquiror Shareholders’ Extension Meeting is held and (2) the Closing has occurred on or prior to May 27, 2023, all obligations under this Section 8.12, shall terminate and be of no further force or effectShare Redemption. Acquiror shall, through its Board of Directorsthe Acquiror Board, recommend to its stockholders the approval of the Extension Proposal, and include such recommendation in the Extension Proxy Statement. The Board of Directors of Acquiror shall not withdraw. (g) To the fullest extent permitted by applicable Law, amend, qualify or modify its recommendation to the Acquiror Shareholders that they vote in favor of the Extension Proposal. Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Extension Meeting and submit for approval the Extension Proposal, and Acquiror Xxxxxxxx agrees that if the approval of the Acquiror Shareholders of the Extension Proposal shall not have been obtained at any such Acquiror Shareholders’ Extension Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take all such necessary actions, including the actions required by this Section 8.08, and hold additional Acquiror Shareholders’ Extension Meetings in order to obtain such approvalapproval for the Extension Proposal. Acquiror may only adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Shareholders’ Extension Meeting (i) to solicit additional proxies for the purpose of obtaining the requisite approval of for the Extension Proposal, (ii) for the absence of a quorum and quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror Shareholders prior to the Acquiror Shareholders’ Extension Meeting, (iv) to allow reasonable additional time to reduce the number of shares of Acquiror Class A Common Stock as to which the holders thereof have elected to effect a redemption thereof, or (v) with the prior written consent of the Company; provided provided, that the Acquiror Shareholders’ Extension Meeting (A) may not be adjourned to a date that is more than fifteen ten (1510) Business Days days after the date for which the Acquiror Shareholders’ Extension Meeting was originally scheduled (excluding any adjournments required by applicable Law). ) and (B) shall be held no later than ten (10) days prior to the Business Combination Deadline; provided, that following the adjournment, the rescheduled Extension Meeting shall be scheduled for a date and time such that, after the conclusion of such meeting, Acquiror agrees that it shall provide have sufficient time to effectuate the amendment of the Acquiror Charter. (h) As promptly as reasonably practicable following the approval of the Extension Proposal by the requisite holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of (and in any event, within two Business Days thereafter), Acquiror Class A Common Stock in connection shall file with the applicable Governmental Authority or Authorities the amendment to its Acquiror Shareholders’ Charter as contemplated by the Extension Meeting, as required by Acquiror’s Governing DocumentsProposal and shall deliver to the Company evidence thereof.

Extension of Time Period to Consummate a Business Combination. (ai) In the event that the Proxy Statement has not been disseminated to Acquiror Shareholders prior to March 27, 2023 in accordance with Section 8.2(b), as As promptly as reasonably practicable following such dateafter the execution of this Agreement, Acquiror shall, shall prepare (with the Company’s Grosvenor Holders’ and the Grosvenor Companies’ reasonable cooperation, prepare cooperation (including causing their respective Subsidiaries and representatives to cooperate)) and file with the SEC a proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) with respect to a meeting of the Acquiror Shareholders called for the purpose of approving an amendment of amend (A) the Acquiror Governing Documents and, if deemed necessary by Acquiror, and (B) the Trust Agreement, on terms and conditions agreed by the Partiesin each case, to extend the time period of time that for Acquiror is afforded thereunder to consummate an initial business combination a Business Combination from May 27September 17, 2023 2020 (the “Extension”, and such date by which Acquiror must consummate a Business Combination in accordance with its Governing Documents and the Trust Agreement, as amended, as extended to December 17, 2020, March 17, 2021 or June 17, 2021 in accordance with the date that is one hundred and fifty (150) days after the six-month anniversary of the date provisions of this Agreement or such earlier period as may be mutually agreed by the Parties (such proposalSection 7.2(c), the “Extension Proposal,” Approval End Date”) to December 17, 2020 (clauses (A) and such extension period(B) together, the “Extension PeriodProposals”). (b) Each of . Acquiror and the Company shall use its reasonable best efforts to cause the Extension Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Acquiror and the Company agrees , to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with have the Extension Proxy StatementStatement cleared by the SEC as promptly as practicable after such filing. Acquiror shall provide the Grosvenor Holders a reasonable opportunity to review the Extension Proxy Statement prior to its filing with the SEC and will consider in good faith the incorporation of any comments thereto provided by the Grosvenor Holders. (cii) To the extent not prohibited by Law, each Party shall Acquiror will advise the otherGrosvenor Holders and the Grosvenor Companies, reasonably promptly after it Acquiror receives notice thereof, of the time when the Extension Proxy Statement has been cleared by the SEC, if any, any supplement or amendment thereto has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Extension Proxy Statement or for additional information. To the extent not prohibited by Law, each Party the Grosvenor Holders, the Grosvenor Companies and its their counsel shall be given a reasonable opportunity to review and comment on the Extension Proxy Statement in connection therewith each time before any such document is filed with the SEC, and each Party Acquiror shall give reasonable and good faith consideration to any comments made by the other Grosvenor Holders, the Grosvenor Companies and its their counsel. To the extent not prohibited by Law, each Party Acquiror shall provide the other Grosvenor Holders, the Grosvenor Companies and its their counsel with (A) any comments or other communications, whether written or oral, that it Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Extension Proxy Statement in connection therewith promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of such Party Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with such Party the Grosvenor Holders, the Grosvenor Companies or its their counsel in any discussions or meetings with the SEC. (diii) Each of Acquiror Acquiror, GCM PubCo, the Grosvenor Holders and the Company Grosvenor Companies shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in Extension Proxy Statement will (i) at the time the Extension Proxy Statement is filed with the SECwill, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) at the date it is first mailed to the Acquiror Shareholders Stockholders and at the time of the Acquiror ShareholdersExtension Stockholders’ Extension Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. . (iv) If at any time prior to the Extension Stockholders’ Meeting any information relating to GCM PubCo, the CompanyGrosvenor Holders, the Grosvenor Companies, Acquiror or any of their respective Subsidiaries Subsidiaries, Affiliates, directors or officers is discovered by the Company Grosvenor Holders, the Grosvenor Companies or Acquiror, which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, so that it neither of such documents would include any misstatement untrue of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Acquiror ShareholdersStockholders. (ev) Acquiror shall (A) as promptly as practicable after the definitive Extension Proxy Statement is filed with cleared by the SEC, (i1) cause the Extension Proxy Statement to be disseminated to Acquiror Shareholders Stockholders in compliance with applicable Law, (ii2) duly (1I) give notice of and (2II) convene and hold a meeting of its shareholders stockholders (the “Acquiror ShareholdersExtension Stockholders’ Extension Meeting”) in accordance with Acquiror’s the Acquiror Governing Documents and Section 710 of the NYSE Listing Rules or Nasdaq requirementsListing Rule 5620(b), as applicable, for a date no earlier than September 1, 2020 and no later than May 22, 2023three (3) Business Days prior to the Extension Approval End Date, and (iiiIII) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Extension ProposalProposals, and (B) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption; provided that, notwithstanding anything to the contrary set forth in this Section 8.12 7.2(c) to the extent (1v) the Acquiror Shareholder Approvals are Stockholder Approval is obtained at any time before the Acquiror ShareholdersExtension Stockholders’ Extension Meeting is held and (2w) the Closing has occurred on or prior to May 27, 2023the Extension Approval End Date, all obligations under this Section 8.127.2(c), shall terminate and be of no further force or effect. Acquiror shallshall (subject to Section 7.2(d)), through its Board of Directors, recommend to its stockholders the approval of the Extension ProposalProposals, and include such recommendation in the Extension Proxy Statement. The Subject to Section 7.2(d), the Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror Shareholders that they vote in favor of the Extension ProposalProposals. To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Extension Stockholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror ShareholdersExtension Stockholders’ Extension Meeting and submit for approval the Extension Proposal, Proposals and (z) Acquiror agrees that if the approval of the Acquiror Shareholders of the Extension Proposal Approval shall not have been obtained at any such Acquiror ShareholdersExtension Stockholders’ Extension Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take all such necessary actions, including the actions required by this Section 7.2(c), and hold additional Acquiror ShareholdersExtension Stockholders’ Extension Meetings in order to obtain such approvalthe Acquiror Extension Approval. Acquiror may only adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror ShareholdersExtension Stockholders’ Extension Meeting (i) to solicit additional proxies for the purpose of obtaining the requisite approval of the Acquiror Extension ProposalApproval, (ii) for the absence of a quorum and quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror Shareholders prior to the Extension Stockholders’ Meeting, (iv) as contemplated by the last sentence of Section 7.2(d), or (v) with the prior written consent of the Grosvenor Holders (not to be unreasonably conditioned, withheld, delayed or denied), in the event that, as a result of the Acquiror ShareholdersShare Redemptions submitted by the Acquiror Stockholders prior to the Extension Stockholders’ Extension Meeting, the conditions set forth in Section 8.3(c) would not be satisfied as of the Closing; provided provided, that the Acquiror ShareholdersStockholders’ Extension Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days 20 days after the date for which the Acquiror ShareholdersExtension Stockholders’ Extension Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) is held no later than three (3) Business Days prior to the Extension Approval End Date. (vi) At Acquiror’s election, or at Grosvenor Holders’ election in writing to be delivered to Acquiror on or prior to November 1, 2020 (but following the Acquiror Extension Approval). , Acquiror shall comply with and take all actions set forth in Section 7.2(c)(i) – (v), mutatis mutandis, in order to further extend the time period for Acquiror to consummate a Business Combination beyond December 17, 2020 to March 17, 2021 (either, in Acquiror’s reasonable discretion, as (x) a one-time three month extension to March 17, 2021 or (y) one shorter term extension with the right of Acquiror to continue to extend one or more times without stockholder approval through March 17, 2021; provided, that in the event that Acquiror extends in accordance with the foregoing clause (y), Acquiror agrees that that, unless otherwise consented to in writing by the Grosvenor Holders or this Agreement has been terminated pursuant to Section 9.1, it will exercise all such additional extension rights through the earlier of the Closing and March 17, 2021), and the approval of Acquiror’s stockholders for such additional extension(s) shall provide be included within the holders of shares term “Acquiror Extension Approval” with respect to such additional extension(s), and upon receiving such approval, any reference in this Agreement to the Extension Approval End Date will mean March 17, 2021. (vii) At Acquiror’s election, or at Grosvenor Holders’ election in writing to be delivered to Acquiror on or prior to February 1, 2021 (but following the Acquiror Extension Approval), Acquiror shall comply with and take all actions set forth in Section 7.2(c)(i) – (v), mutatis mutandis, in order to further extend the time period for Acquiror to consummate a Business Combination beyond March 17, 2021 to June 17, 2021 (either, in Acquiror’s reasonable discretion, as (x) a one-time three month extension to June 17, 2021 or (y) one shorter term extension with the right of Acquiror Class A Common Stock to continue to extend one or more times without stockholder approval through June 17, 2021; provided, that in the opportunity event that Acquiror extends in accordance with the foregoing clause (y), Acquiror agrees that, unless otherwise consented to elect redemption in writing by the Grosvenor Holders or this Agreement has been terminated pursuant to Section 9.1, it will exercise all such additional extension rights through the earlier of the Closing and June 17, 2021), and the approval of Acquiror’s stockholders for such shares additional extension(s) shall be included within the term “Acquiror Extension Approval” with respect to such additional extension(s), and upon receiving such approval, any reference in this Agreement to the Extension Approval End Date will mean June 17, 2021. (viii) Notwithstanding anything to the contrary contained in this Agreement, Acquiror, at its sole election and without the consent or approval of any other party hereto, shall be permitted to extend the time period for Acquiror Class A Common Stock to consummate a Business Combination beyond June 17, 2021, and incur any expenses in connection with therewith (which for the Acquiror Shareholders’ Extension Meetingavoidance of doubt, as required by Acquiror’s Governing Documentsshall not affect the Agreement Extended End Date).

Extension of Time Period to Consummate a Business Combination. (a) In If Acquiror and the event Company determine in good faith by January 1, 2023 that it is probable that the Proxy Statement has not been disseminated to Acquiror Shareholders prior to Mergers will be consummated after March 271, 2023 in accordance with Section 8.2(b), as promptly as practicable following such date2023, Acquiror shall, shall prepare (with the reasonable cooperation of the Company’s reasonable cooperation, prepare ) and file with the SEC a proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) with respect pursuant to a meeting which it shall seek the approval of the Acquiror Shareholders called its shareholders for the purpose of approving an amendment of the Acquiror Governing proposals to amend Acquiror’s Organizational Documents and, if deemed necessary by Acquiror, the Trust Agreement, on terms and conditions agreed by the Parties, to extend the time period of time that for Acquiror is afforded thereunder to consummate its initial Business Combination for an initial business combination additional six (6) months, from May 27March 1, 2023 to the date that is one hundred and fifty September 1, 2023 (150) days after the six-month anniversary of the date of this Agreement or such earlier period as may be mutually agreed by the Parties (such proposal, the “Extension Proposal,” and such extension period, the “Extension Period”). (b) Each of . Acquiror and the Company shall use its reasonable best efforts to cause the Extension Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Acquiror SEC and the Company agrees to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with have the Extension Proxy StatementStatement cleared by the SEC as promptly as practicable after such filing. Acquiror shall provide the Company a reasonable opportunity to review the Extension Proxy Statement prior to its filing with the SEC and will consider in good faith the incorporation of any comments thereto provided by the Company. (cb) To the extent not prohibited by Law, each Party shall Acquiror will advise the otherCompany, reasonably promptly after it Acquiror receives notice thereof, of the time when the Extension Proxy Statement or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, filed or of any request by the SEC for the amendment or supplement of the Extension Proxy Statement or for additional information. To the extent not prohibited by Law, each Party the Company and its counsel shall be given a reasonable opportunity to review and comment on the Extension Proxy Statement each time before any such document is filed with the SEC, SEC by Acquiror and each Party Acquiror shall give reasonable and good faith consideration to any comments made by the other Company and its counsel. To the extent not prohibited by Law, each Party of Acquiror and the Company shall provide the each other party and its their counsel with (Ai) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Extension Proxy Statement promptly after receipt of those comments or other communications and (Bii) a reasonable opportunity to participate in the response of such Party party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with such Party the other parties or its their counsel in any discussions or meetings with the SEC. (dc) Each of Acquiror and the Company agrees to use commercially reasonable efforts to, as promptly as reasonably practicable, to furnish the other party with such information as shall be reasonably requested concerning itself, its Subsidiaries, officers, directors, managers, shareholders, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested for inclusion in (including to be incorporated by reference in) or attachment to the Extension Proxy Statement. Each of Acquiror and the Company shall ensure that none of the any information supplied provided by it or on its behalf for inclusion or incorporation in (including to be incorporated by reference in Extension Proxy Statement will (iin) at the time or attachment to the Extension Proxy Statement Statement, at the earlier of the date it is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact SEC or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) at the date it is first mailed to the Acquiror Shareholders shareholders of Acquiror, shall be accurate in all material respects and at the time of the Acquiror Shareholders’ Extension Meeting, contain any untrue statement of a material fact or shall not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its equityholders as is required under Regulation 14A of the Exchange Act regulating the solicitation of proxies. If If, at any information relating time prior to the Companyconclusion of the Extension Meeting, Acquiror or any of their respective Subsidiaries is discovered by the Company becomes aware of (x) the Extension Proxy Statement’s containing any untrue statement of a material fact or Acquiroromitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading or (y) any other information which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, Statement so that it would not include any misstatement untrue statement of a material fact or omit omitting to state any a material fact necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading, the party which discovers such information Company or Acquiror (as applicable) shall promptly notify inform Acquiror or the Company (as applicable) and each cooperate with the other parties and in filing with the SEC or mailing to the shareholders of Acquiror an appropriate amendment or supplement describing such information to the Extension Proxy Statement. Each of the Company and Acquiror shall use its commercially reasonable efforts to cause their and their Subsidiaries’ managers, directors, officers and employees to be promptly filed reasonably available to Acquiror, the Company and their respective counsel in connection with the SEC and, drafting of such filings and mailings and responding in a timely manner to comments from the extent required by Law, disseminated to the Acquiror ShareholdersSEC. (ed) Acquiror shall (i) as promptly as practicable after the definitive Extension Proxy Statement is filed with cleared by the SEC, (iA) cause the Extension Proxy Statement to be disseminated to the shareholders of Acquiror Shareholders in compliance with applicable Law, (iiB) duly (1x) give notice of and (2y) convene and hold a meeting of its shareholders (the “Acquiror Shareholders’ Extension Meeting”) in accordance with Acquiror’s Governing Organizational Documents and Nasdaq requirements, applicable NYSE listing rules for a date no later than May 22March 1, 2023; provided, that the Extension Meeting shall be scheduled for a date and time such that, after the conclusion of such meeting, Acquiror shall have sufficient time to effectuate the amendment of the Acquiror’s Organizational Documents, and (iiiC) solicit proxies from the holders of Acquiror Common Stock Ordinary Shares to vote in favor of each of the Extension Proposal; provided that, notwithstanding anything to the contrary set forth in this Section 8.12 to the extent (1) the Acquiror Shareholder Approvals are obtained at any time before the Acquiror Shareholders’ Extension Meeting is held and (2ii) provide its shareholders with the Closing has occurred opportunity to elect to effect a redemption of shares of Acquiror Ordinary Shares at a per share price, payable in cash, equal to a pro rata share of the aggregate amount on or prior to May 27, 2023, all obligations under this Section 8.12, shall terminate and be of no further force or effectdeposit in the Trust Account. Acquiror shall, through its Board of DirectorsDirectors or Acquiror Special Committee, recommend to its stockholders the approval of the Extension Proposal, and include such recommendation in the Extension Proxy Statement. The Subject to Section 8.2(b)(ii), neither the Board of Directors of Acquiror nor the Acquiror Special Committee shall not withdraw, amend, qualify or modify its recommendation to the shareholders of Acquiror Shareholders that they vote in favor of the Extension Proposal. . (e) To the fullest extent permitted by applicable Law, (x) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Extension Meeting and submit for approval the Extension Proposal, Proposal and (y) Acquiror agrees that if the approval of the Acquiror Shareholders of the Extension Proposal shall not have been obtained at any such Acquiror Shareholders’ Extension Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take all such necessary actions, including the actions required by this Section 8.7, and hold additional Acquiror Shareholders’ Extension Meetings in order to obtain such approvalapproval for the Extension Proposal. Acquiror may only adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Shareholders’ Extension Meeting (i) to solicit additional proxies for the purpose of obtaining the requisite approval of for the Extension Proposal, (ii) for the absence of a quorum and quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of Acquiror Shareholders prior to the Acquiror Shareholders’ Extension Meeting, (iv) to allow reasonable additional time to reduce the number of Acquiror Ordinary Shares as to which the holders thereof have elected to effect a redemption thereof, or (iv) with the prior written consent of the Company; provided provided, that the Acquiror Shareholders’ Extension Meeting (A) may not be adjourned to a date that is more than fifteen ten (1510) Business Days days after the date for which the Acquiror Shareholders’ Extension Meeting was originally scheduled (excluding any adjournments required by applicable Law). ) and (B) shall be held no later than March 1, 2023; provided, that following the adjournment, the rescheduled Extension Meeting shall be scheduled for a date and time such that, after the conclusion of such meeting, Acquiror agrees that it shall provide have sufficient time to effectuate the amendment of the Acquiror’s Organizational Documents. (f) As promptly as reasonably practicable following the approval of the Extension Proposal by the requisite holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Ordinary Shares (and in any event, within 2 Business Days thereafter), Acquiror Class A Common Stock in connection shall file with the Acquiror Shareholders’ applicable Governmental Authority or Authorities the amendment to its Organizational Documents as contemplated by the Extension Meeting, as required by Acquiror’s Governing DocumentsProposal and shall deliver to the Company evidence thereof.

Extension of Time Period to Consummate a Business Combination. (a) In the event that the Proxy Statement has not been disseminated to Acquiror Shareholders prior to March 27, 2023 in accordance with Section 8.2(b), as As promptly as reasonably practicable following such dateafter the date hereof (and in no event later than December 31, Acquiror shall2022, SPAC shall prepare (with the reasonable cooperation of the Company’s reasonable cooperation, prepare ) and file with the SEC a proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) with respect pursuant to a meeting which it shall seek the approval of the Acquiror Shareholders called its stockholders for the purpose of approving an amendment of the Acquiror Governing proposals to amend SPAC’s Organizational Documents and, if deemed necessary by Acquiror, the Trust Agreement, on terms and conditions agreed by the Parties, to extend the time period of time that Acquiror is afforded thereunder for SPAC to consummate an its initial business combination from May 27February 8, 2023 (the “Extension Approval End Date”) to the date that is one hundred and fifty not less than (150i) days three (3) months after the six-month anniversary of the date of this Agreement Extension Approval End Date (which may be done through monthly extension, provided, that SPAC will continue to extend on a monthly basis through such period) or such earlier shorter period as may be mutually agreed by SPAC and the Parties Company (such proposaldate, the “Extended Deadline” and such proposals, the “Extension Proposal,” and such extension period, the “Extension PeriodProposals”). (b) Each of Acquiror and the Company . SPAC shall use its reasonable best efforts to cause the Extension Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Acquiror SEC and the Company agrees to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with have the Extension Proxy StatementStatement cleared by the SEC as promptly as practicable after such filing. SPAC shall provide the Company a reasonable opportunity to review the Extension Proxy Statement prior to its filing with the SEC and will consider in good faith the incorporation of any comments thereto provided by the Company. (cb) To the extent not prohibited by Law, each Party shall SPAC will advise the otherCompany, reasonably promptly after it SPAC receives notice thereof, of (i) when the time when Extension Proxy Statement or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or filed and (ii) of any request by the SEC for the amendment or supplement of the Extension Proxy Statement or for additional information. To the extent not prohibited by Law, each Party The Company and its counsel shall be given a reasonable opportunity to review and comment on the Extension Proxy Statement each time and any supplement or amendment thereto before any such document is filed with the SEC, SEC by SPAC and each Party SPAC shall give reasonable and good faith consideration to any comments made by the other Company and its counselcounsel on such Extension Proxy Statement or such supplement or amendment. To the extent not prohibited by Law, each Party of SPAC and the Company shall provide the to each other party and its their counsel with (Ai) any comments or other communications, whether written or oral, that it such party or its counsel may receive from time to time from the SEC or its staff with respect to the Extension Proxy Statement promptly after receipt of those comments or other communications and (Bii) a reasonable opportunity to participate in the response of such Party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be givengiven by the other Parties), including by participating with such Party the other Parties or its their counsel in any discussions or meetings with the SEC. (dc) Each of Acquiror SPAC and the Company agrees to use commercially reasonable efforts to, as promptly as reasonably practicable, furnish the other Party with such information as shall be reasonably requested concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equity-holders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested for inclusion in (including to be incorporated by reference in) or attachment to the Extension Proxy Statement. Each of SPAC and the Company shall ensure that none of the any information supplied provided by it or on its behalf for inclusion or incorporation in (including to be incorporated by reference in Extension Proxy Statement will (iin) at the time or attachment to the Extension Proxy Statement shall, as at the earlier of the date it is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact SEC or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) at the date it is first mailed to the Acquiror Shareholders and at the time of the Acquiror Shareholders’ Extension MeetingSPAC Stockholders, contain any untrue statement of a (i) be accurate in all material fact or respects, (ii) not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading and (iii) comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. If If, at any information relating time prior to the Companyconclusion of the SPAC Extension Meeting, Acquiror SPAC or any of their respective Subsidiaries is discovered by the Company becomes aware that (x) the Extension Proxy Statement contains any untrue statement of a material fact or Acquiroromits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading or (y) any other information which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, Statement so that it would not include any misstatement untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading, the party which discovers such information Company or SPAC (as applicable) shall promptly notify inform SPAC or the Company (as applicable) and each shall cooperate with the other parties and in filing with the SEC or mailing to the stockholders of SPAC an appropriate amendment or supplement describing such information to the Extension Proxy Statement. Each of the Company and SPAC shall use its commercially reasonable efforts to cause its and its Subsidiaries’ managers, directors, officers and employees to be promptly filed reasonably available to SPAC, the Company and their respective counsel in connection with the SEC and, drafting of such filings and mailings and responding in a timely manner to comments from the extent required by Law, disseminated to the Acquiror ShareholdersSEC. (ed) Acquiror SPAC shall (i) as promptly as practicable after the definitive Extension Proxy Statement is filed with cleared by the SEC, (iA) cause the Extension Proxy Statement to be disseminated to Acquiror Shareholders the SPAC Stockholders in compliance with applicable Applicable Law, (iiB) duly (1) give notice of and (2) convene and hold a meeting of its shareholders stockholders (the “Acquiror Shareholders’ SPAC Extension Meeting”) in accordance with AcquirorSPAC’s Governing Organizational Documents and Nasdaq requirementsListing Rule 5620(b), for a date mutually agreed by the Company and SPAC that is no later than May 22the Extension Approval End Date; provided, 2023that the SPAC Extension Meeting shall be scheduled for a date and time such that, after the conclusion of such meeting, SPAC shall have sufficient time to effectuate the amendment of the SPAC’s Organizational Documents, and (iiiC) solicit proxies from the holders of Acquiror Common Stock SPAC Shares to vote in favor of each of the Extension Proposal; provided thatProposals, notwithstanding anything to the contrary set forth in this Section 8.12 to the extent (1) the Acquiror Shareholder Approvals are obtained at any time before the Acquiror Shareholders’ Extension Meeting is held and (2ii) provide its stockholders with the Closing has occurred opportunity to elect to effect a redemption SPAC Shares at a per share price, payable in cash, equal to a pro rata share of the aggregate amount on or prior to May 27, 2023, all obligations under this Section 8.12, shall terminate and be of no further force or effectdeposit in the Trust Account. Acquiror SPAC shall, through its Board of Directors, recommend to its stockholders the approval of the Extension ProposalProposals, and include such recommendation in the Extension Proxy Statement. The Board of Directors of Acquiror SPAC shall not withdraw, amend, qualify or modify its recommendation to the Acquiror Shareholders stockholders of SPAC that they vote in favor of the Extension Proposal. Acquiror Proposals. (e) To the fullest extent permitted by Applicable Law, (x) SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ SPAC Extension Meeting and submit for approval the Extension Proposal, Proposals and Acquiror (y) SPAC agrees that if the approval of the Acquiror Shareholders of the Extension Proposal Approval shall not have been obtained at any such Acquiror Shareholders’ SPAC Extension Meeting, then Acquiror SPAC shall promptly continue to use its reasonable best efforts to take all necessary actions and hold additional Acquiror Shareholders’ SPAC Extension Meetings in order to obtain such approvalthe Extension Approval. Acquiror SPAC may only adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Shareholders’ SPAC Extension Meeting (i) to solicit additional proxies for the purpose of obtaining the requisite approval of the Extension ProposalApproval, (ii) for the when there is an absence of a quorum and quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror SPAC has determined in good faith after consultation with outside legal counsel is required under applicable Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders stockholders of SPAC prior to the Acquiror Shareholders’ SPAC Extension Meeting, (iv) to allow reasonable additional time to reduce the number shares of SPAC Shares as to which the holders thereof have elected to effect a redemption thereof, or (iv) with the prior written consent of the Company; provided provided, that the Acquiror Shareholders’ SPAC Extension Meeting (A) may not be adjourned to a date that is more than fifteen ten (1510) Business Days days after the date for which the Acquiror Shareholders’ SPAC Extension Meeting was originally scheduled (excluding any adjournments required by applicable Applicable Law). Acquiror agrees ) and (B) shall be held no later than the Extension Approval End Date; provided, that it following the adjournment, the rescheduled SPAC Extension Meeting shall provide be scheduled for a date and time such that, after the conclusion of such meeting, SPAC shall have sufficient time to effectuate the amendment of the SPAC’s Organizational Documents. (f) As promptly as reasonably practicable following the approval of the Extension Proposals by the requisite holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock SPAC Shares (and in connection any event, within two (2) Business Days thereafter), SPAC shall file with the Acquiror Shareholders’ Secretary of State of the State of Delaware the amendment to its Organizational Documents as contemplated by the Extension MeetingProposals and shall deliver to the Company evidence thereof. (g) In the event the Closing shall not have occurred prior to the Extended Deadline, as required by Acquiror’s Governing DocumentsSPAC and the Company agree to effect one or more additional extensions of the time period for SPAC to consummate its initial business combination, in accordance with the terms of this Section 8.18, mutatis mutandis. Notwithstanding the foregoing, neither SPAC nor the Company shall be obligated to extend the time period for SPAC to consummate its initial business combination beyond the Outside Date.