Legacy Expenses and Payables. Sponsor agrees that it will pay all operating expenses of the Company and the Sponsor (i) incurred and accrued through May 29, 2024 other than any expenses related to the extraordinary general meeting to be held following the Transaction closing date and (ii) otherwise related to the year ended December 31, 2023, including, but not limited to, the following: (A) all costs related to the audit of the Company’s 2023 and first quarter of 2024 financial statements, (B) all costs related to any required regulatory filings pertaining to calendar year 2023 and first quarter of 2024 (e.g., 8-K, 10-Q and 10-K filings), which, for the avoidance of doubt, may be filed in the calendar year 2024, (C) all costs related to any required tax filings of the Company or the Sponsor for the year ended December 31, 2023, (D) any other expenses incurred in calendar year 2023 and first quarter of 2024 prior to the closing of the Purchaser’s purchase of the Class A Ordinary Shares and the Class B Ordinary Shares, as described herein (the “Transaction”), and (E) premiums for director and officers insurance incurred by the Company for all periods prior to June 8, 2024 (collectively, the “Legacy Expenses”); provided, however, that the Sponsor shall be reimbursed for any Legacy Expenses payable as of the closing date of the Transaction in an amount up to $1,750,000 with such reimbursement being contingent on the Company consummating an initial business combination and such Legacy Expenses being approved and incorporated as part of such initial business combination (the “Reimbursement”). The Company will use its best efforts to have the Legacy Expenses (i) approved and incorporated as part of such initial business combination and (ii) paid on a pari passu basis with all other Legacy expenses incurred as part of the initial business combination. The Sponsor has agreed to satisfy or settle any liabilities incurred prior to the Transaction closing date not covered by the Reimbursement and shall provide the Purchaser documented agreements as to such ten business days prior to the closing of the Transaction. For the avoidance of doubt, prior to the consummation of the Transaction, Sponsor shall have obtain a signed letter from the Company’s legal counsels (each a “Legal Counsel”) in which Legal Counsel attests and agrees that the Sponsor shall be solely responsible for any unpaid legal fees and that Legal Counsel shall not have any claim or recourse against the Company for unpaid legal fees...
