Objectives of our engagement. Prior to the Transaction, various legal validation steps are required within InVivo, InVivo Retail and 2MX Organic organization. In particular, 2MX Organic needs to carry out the “Initial Business Combination” or “IBC” in accordance with the Prospectus issued on November 2020. “Prior to the completion of the Initial Business Combination, the Board of Directors shall vote on the proposed Initial Business Combination at a meeting specially convened for this purpose in order to vote for or against the proposed Initial Business Combination, at the majority of the members of the Board of Directors including the majority of the two-third of the independent members of the Board of Directors (i.e. three out of four of the independent members of the Board of Directors should the Board of Directors be composed of four independent members) (the “Required Majority”). In case of a tie, the Chairman of the Board of Directors will not have a casting vote. The vote of the members of the Board of Directors will be made on the basis of the Financial Expert’s report certifying that the Company has sufficient financial means in the form of equity capital and authorization of credit lines to carry out the Initial Business Combination. In the event that, in order to prepare its report on the resources available to the Company to proceed with the Initial Business Combination, it proves necessary for the Company to interview certain Market Shareholders to confirm their support to the contemplated transaction, such contacts will be made in strict compliance with applicable regulations including Regulation n°596/2014 of the European Parliament and the Council of April 16, 2014 on market abuse and AMF recommendations on the management of privileged information and the equal treatment of shareholders. Such Market Shareholders thus interviewed shall be prohibited from using that information, or attempting to use that information, by acquiring or disposing of, Company’s financial instruments until the publication of the IBC Notice. The Company will not complete the proposed Initial Business Combination unless: - The Required Majority approves the proposed Initial Business Combination; - The 75% Minimum Threshold is met (see “—Effecting the Initial Business Combination—Fair Market Value of Target Businesses and/or Companies”); - The Financial Expert confirms that the Company has sufficient resources to pay (i) the consideration for the Initial Business Combination and (ii) the redemptio...
