Common use of Parent Shareholders Meeting Clause in Contracts

Parent Shareholders Meeting. (a) Parent: (i) shall, in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as promptly as reasonably practicable after the date of this Agreement, call, give notice of and hold a meeting of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance (the “Parent Shareholders’ Meeting”) as promptly as reasonably practicable after the date of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders at the Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable following the date of the Company Stockholders’ Meeting.

Parent Shareholders Meeting. (a) Parent: (i) shall, in accordance with its bye-laws, Parent shall take all action necessary under all applicable Legal Requirements Law to, as promptly as reasonably practicable after in consultation with the Company, establish a record date of this Agreementfor, call, give notice of and hold a general meeting of the holders of Parent Common Ordinary Shares for purposes of proposing the shareholder resolutions necessary to vote on a proposal give effect to approve the Merger, including the Parent Share Issuance Proposals (such meeting, the “Parent Shareholders’ Meeting”) as promptly as reasonably practicable after the date of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders at the Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement). The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable practicable, in accordance with applicable Law and Parent’s Governing Documents after the Form S-4 Registration Statement Circular is declared effective under the Securities Actfirst mailed or otherwise made available to Parent Shareholders. Parent and the Company shall ensure that all proxies solicited in connection with use commercial reasonably efforts to hold the Parent Shareholders’ Shareholders Meeting are solicited in compliance with all applicable Legal Requirementsand the Company Shareholders Meeting on the same day. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn herein, if on the date of the Parent Shareholders’ Meeting without Meeting, or a date preceding the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at date on which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented reasonably believes that (either i) it will not receive proxies sufficient to obtain the Parent Required Vote, whether or not a quorum would be present or (ii) it will not have sufficient Parent Shareholders (whether in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Shareholders’ Meeting as promptly long as reasonably practicable following the date of the Company StockholdersParent Shareholders’ MeetingMeeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

Parent Shareholders Meeting. Subject to Section 5.4, following the clearance of the Parent Registration Statement by the SEC and after reasonable consultation with the Company, Parent shall call and hold the Parent Shareholders Meeting as promptly as practicable following the mailing of the definitive Parent Registration Statement (aand in any event within twenty (20) Parentdays after the date thereof, unless otherwise required by applicable Laws); provided, however, for the avoidance of doubt, Parent may postpone or adjourn the Parent Shareholders Meeting: (i) shall, in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as promptly as reasonably practicable after the date of this Agreement, call, give notice of and hold a meeting consent of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance (the “Parent Shareholders’ Meeting”) as promptly as reasonably practicable after the date of this AgreementCompany; and (ii) for the absence of a quorum; (iii) to allow reasonable additional time (not to exceed 20 days) for the filing and distribution of any supplemental or amended disclosure with respect to the transactions contemplated by this Agreement which the Parent Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by Parent’s shareholders prior to the Parent Shareholders Meeting; or (iv) for up to ten (10) Business Days in the aggregate in connection with Parent taking any of the actions permitted by Section 5.4 in response to a Takeover Proposal. Without limiting the generality of the foregoing, Parent’s requirement to call and hold the Parent Shareholder Meeting shall submit such proposal tonot be affected by the commencement, and public proposal, public disclosure or communication to Parent of any Takeover Proposal, Intervening Event or the Parent Board making a Parent Adverse Recommendation Change. Subject to Section 5.4, unless Parent shall have made a Parent Adverse Recommendation Change, the Parent Board shall use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders the Requisite Parent Vote at the Parent Shareholders’ Meeting and shall not submit any other proposal Shareholders Meeting. Prior to such holders in connection with the mailing of the Parent Shareholders’ Meeting Registration Statement, Parent shall be entitled to engage a proxy solicitor that is not related reasonably satisfactory to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if keep the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of informed regarding its solicitation efforts and proxy tallies following the approval mailing of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable following the date of the Company Stockholders’ MeetingRegistration Statement.

Parent Shareholders Meeting. (a) Parent: (i) shall, in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as promptly as reasonably practicable after the date of this Agreement, Parent shall duly call, give notice of of, convene and hold a special and annual meeting of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance its shareholders (the “Parent Shareholders’ Shareholders Meeting”) as promptly as reasonably practicable after the date of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders at the Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 date the Registration Statement is declared effective under the Securities ActAct (except as provided in this Section 6.04) for the purpose of voting on the approval of the issuance of shares of Parent Common Shares as part of the Merger Consideration (the “Parent Share Issuance”) and the approval of such other matters to be considered at an annual meeting of Parent’s shareholders. Parent shall ensure that all proxies solicited in In connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Shareholders Meeting, Parent shall not postpone or adjourn (i) subject to Section 6.03(b), recommend approval of the Parent Shareholders’ Meeting without Share Issuance by the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to Parent’s shareholders in the Joint Proxy Statement/Prospectus that is required and (ii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 6.03(b), Parent will use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the Parent Share Issuance and take all other actions reasonably necessary or advisable to secure the approval of the Parent Share Issuance. Parent shall keep the Company reasonably updated with respect to proxy solicitation results as reasonably requested by applicable Legal Requirements is disclosed the Company, and shall direct its proxy soliciting agent to provide Company and its Representatives with the results of all proxy tabulations provided by such proxy soliciting agent to the Parent’s shareholders . Parent shall not, without the prior written consent of Company, adjourn or postpone the Parent Shareholders Meeting; provided, however, Parent shall have the right to adjourn or postpone the Parent Shareholders Meeting: (i) after consultation with Company, for not more than two (2) if, as of periods not to exceed ten (10) Business Days each if on the time at date on which the Parent Shareholders’ Shareholders Meeting is then-scheduled, Parent has not received proxies representing a sufficient number of Parent Common Shares to obtain the Parent Shareholder Approval; (ii) if on the date on which the Parent Shareholders Meeting is then-scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance Shareholders Meeting; or (but not later than five Business Days prior iii) after consultation with the Company, if the failure to adjourn or postpone the Parent Shareholders Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required amendment or supplement to the Outside Date), in which case, Joint Proxy Statement/Prospectus to be timely provided to the holders of Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of Common Shares. Once Parent has established a record date for the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Shareholders Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable following not change such record date or establish a different record date for the date Parent Shareholders Meeting without the prior written consent of the Company Stockholders’ Meeting(not to be unreasonably withheld, delayed or conditioned), unless required to do so by applicable Law or the Parent’s organizational documents. Regardless of whether there is a Parent Adverse Recommendation Change, the Parent Shareholders Meeting shall be held in accordance with the terms hereof unless this Agreement is terminated in accordance with Article 9.

Parent Shareholders Meeting. (a) Parent: (i) shall, in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as promptly as reasonably practicable after the date of this Agreement, Parent shall call, give notice of of, convene and hold a general meeting of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance (the “Parent Shareholders’ Shareholders Meeting”) as promptly as reasonably practicable after following the date of this Agreement; and (ii) shall submit such proposal toon which the Parent Registration Statement is declared effective, and use its in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable best efforts request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit proxies in favor ofadditional proxies, such proposal from such holders at if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall not submit any other proposal provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such holders shares of Parent Class A Common Stock in connection with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. ParentMeeting, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is as required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable following the date of the Company Stockholders’ MeetingGoverning Documents.

Parent Shareholders Meeting. (a) ParentParent shall take all action necessary to duly call, give notice of, convene, and hold the Parent Shareholders Meeting as soon as reasonably practicable after the Form F-4 is declared effective, and, in connection therewith, Parent shall mail the ​EGM Notice to the holders of Parent Ordinary Shares in advance of the Parent Shareholders Meeting. Except to the extent that the Parent Board shall have effected a Parent Adverse Recommendation Change as permitted by Section 7.02 hereof, the EGM Notice shall include the Parent Board Recommendation. Subject to Section 7.02 hereof, Parent shall use reasonable best efforts to: (i) shall, solicit from the holders of Parent Ordinary Shares proxies in accordance with its bye-laws, favor of the approval of granting the Parent Board authority to effect the Parent Share Issuance; and (ii) take all action other actions necessary under all or advisable to secure the vote or consent of the holders of Parent Ordinary Shares required by applicable Legal Requirements toLaw to obtain such approval. Parent shall keep the Company updated with respect to proxy solicitation results as requested by the Company. Once the Parent Shareholders Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Shareholders Meeting without the consent of Company (other than: (A) in order to obtain a quorum of its shareholders; or (B) as promptly reasonably determined by Parent to comply with applicable Law). Parent shall use its reasonable best efforts to cooperate with Company to hold the Parent Shareholders Meeting on the same day and at the same time as the Company Stockholders Meeting as soon as reasonably practicable after the date of this Agreement, call, give notice of and hold a meeting to set the same record date for each such meeting. Without the prior written consent of the holders Company or as required by applicable Law, (i) the approval of the grant of authority to the Parent Common Shares Board to vote on a proposal to approve effect the Parent Share Issuance (shall be the “only matter that Parent Shareholders’ Meeting”) as promptly as reasonably practicable after shall propose to be acted on by the date shareholders of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders Parent at the Parent Shareholders’ Shareholders Meeting and and, prior to receipt of the Requisite Parent Vote, Parent shall not submit any other proposal to such holders shareholders in connection with the Parent Shareholders’ Shareholders Meeting that is not related to the approval or consummation of (including any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation proposal inconsistent with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance (but not later than five Business Days prior to or the Outside Dateconsummation of the transactions contemplated by this Agreement), in which caseexcept for, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of following the approval of the grant of authority, any Parent AGM Resolutions proposed to be voted on at a Parent AGM to be called and held on a date subsequent to the Parent Shareholder Meeting (provided that it is acknowledged and agreed that the Parent AGM must be held no later than September 30, 2021, and Parent shall be permitted to take action to call and hold the Parent AGM on such date even if the Requisite Parent Vote has not been obtained) and (ii) prior to receipt of the Requisite Parent Vote, Parent shall not call any meeting of the shareholders of Parent other than the Parent Shareholders Meeting. If the Parent Board makes a Parent Adverse Recommendation Change, it will not alter the obligation of Parent to submit the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) the holders of Parent shall cooperate with the Company and use its reasonable best efforts to cause Ordinary Shares at the Parent Shareholders’ Shareholders Meeting to be held on the same date as the Company Stockholders’ Meeting; consider and (bb) ifvote upon, notwithstanding such efforts, the Company Stockholders’ Meeting is held unless this Agreement shall have been terminated in accordance with its terms prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable following the date of the Company Stockholders’ Shareholders Meeting.

Parent Shareholders Meeting. (a) Parent: Parent shall (i) shall, in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as promptly as reasonably practicable after the date of this Agreement, to call, give notice of and hold a meeting of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance Stock (such meeting, the “Parent Shareholders’ Meeting”) as promptly as reasonably practicable after to vote on the date (A) Merger, (B) issuance of this Agreement; Parent Common Stock in the Merger, (C) Parent Amended and Restated Charter and Parent Amended and Restated Bylaws, (D) Spin-Out, (E) change of control of Parent resulting from the Merger and the Spin-Out pursuant to rules of Nasdaq, (F) Reverse Split, (G) increase in the number of authorized shares of Parent to an amount to be determined by the Company, (H) 2020 Equity Incentive Plan of Parent, and if required by the Company, the 2020 Employee Stock Purchase Plan of Parent, each in the form provided by the Company, in each case such adoption to be effective upon consummation of the Merger and (I) Delaware Reincorporation (collectively, the “Parent Shareholder Approval Matters”) and (ii) shall submit such proposal to, and use its reasonable best efforts mail to solicit proxies in favor of, such proposal from such holders at Parent Shareholders as of the record date established for the Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. ParentMeeting, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal RequirementProxy Statement / Prospectus / Information Statement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable practicable, and in any event within 20 days, after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone herein, if on a date preceding the date on which or adjourn the Parent Shareholders’ Meeting without the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at date on which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent reasonably believes that (A) it will not receive proxies sufficient to obtain the Parent Shareholder Approval, whether or not a quorum would be present or (B) it will not have sufficient shares of Parent Common Shares Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at of the Parent Shareholders’ Meeting, Parent may (or will, at the Company’s direction) postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Shareholders’ Meeting as long as the date of the Parent Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In the event that during the five (5) Business Days prior to the extent necessary date that the Parent Shareholders’ Meeting is then scheduled to obtain such be held, Parent delivers a quorum; and (B) notice of an intent to make an Parent shall postpone Change in Recommendation, the Company may direct Parent to recess or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment five (5) Business Days and Parent shall promptly, and in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not any event no later than five the next Business Days prior to the Outside Date)Day, in which case, Parent shall use its reasonable best efforts during any such postponement recess or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause adjourn the Parent Shareholders’ Meeting in accordance with the Company’s direction. In addition, in the event the Parent Shareholders’ Meeting is scheduled to occur less than two (2) Business Days after the publication of the Exchange Ratio Announcement, Parent may, or the Company may direct Parent to, recess or adjourn the Parent Shareholders’ Meeting until the date such that the meeting would be held on the same date as the Company Stockholders’ Meeting; and that is two (bb2) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable Business Days following the date publication of the Company Stockholders’ MeetingExchange Ratio Announcement.

Parent Shareholders Meeting. (a) Parent: (i) shall, in accordance with its bye-laws, Parent shall take all action necessary under all applicable Legal Requirements Law to, as promptly as reasonably practicable after in consultation with the Company, establish a record date of this Agreementfor, call, give notice of and hold a meeting of the holders of Parent Common Ordinary Shares to consider and vote on a proposal to approve the Parent Share Issuance (the “Proposals at Parent Shareholders’ Meeting”) as promptly as reasonably practicable after the date of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders at the Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable practicable, in accordance with applicable Law and Parent’s Organizational Documents, after the Form S-4 Registration Proxy Statement is declared effective under “cleared” by the Securities ActSEC, but in no event later than 30 days following the date the Proxy Statement is “cleared” by the SEC. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal RequirementsLaw. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn herein, if on the date of Parent Shareholders’ Meeting without Meeting, or a date preceding the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at date on which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common (after consultation with the Company) reasonably believes that (i) it will not receive proxies sufficient to obtain Parent Required Vote for each Parent Proposal, whether or not a quorum would be present or (ii) it will not have sufficient Parent Ordinary Shares represented (either whether in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held may postpone or adjourn, or make one or more successive postponements or adjournments of, Parent Shareholders’ Meeting in compliance with the Laws of the Cayman Islands and Parent’s Organizational Documents, as promptly long as reasonably practicable following the date of the Company StockholdersParent Shareholders’ MeetingMeeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

Parent Shareholders Meeting. (a) Parent: (i) shall, in accordance with its bye-laws, Parent shall take all action necessary under all applicable Legal Requirements Law to, as promptly as reasonably practicable after in consultation with the Company, establish a record date of this Agreementfor, call, give notice of and hold a meeting of the holders of Parent Common Ordinary Shares to consider and vote on a proposal to approve the Parent Share Issuance Proposals (such meeting, the “Parent Shareholders’ Meeting”) as promptly as reasonably practicable after the date of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders at the Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement). The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable practicable, in accordance with applicable Law and the Parent Governing Documents, after the Form S-4 Registration Proxy Statement is declared effective under “cleared” by the Securities ActSEC. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal RequirementsLaw. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn herein, if on the date of the Parent Shareholders’ Meeting without Meeting, or a date preceding the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at date on which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Required Vote, whether or not a quorum would be present or (ii) it will not have sufficient Parent Ordinary Shares represented (either whether in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Shareholders’ Meeting as promptly long as reasonably practicable following the date of the Company StockholdersParent Shareholders’ MeetingMeeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

Parent Shareholders Meeting. (a) Parent: (i) shall, in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as promptly as reasonably practicable after the date of this Agreement, Parent shall call, give notice of of, convene and hold a general meeting of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance (the “Parent Shareholders’ Shareholders Meeting”) as promptly as reasonably practicable after the date of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders at the Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection accordance with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; Governing Documents and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company Stockholders(and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting., as required by Parent’s Governing Documents. 52

Parent Shareholders Meeting. (a) Parent: (i) shall, in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as As promptly as reasonably practicable after following the date of this Agreement, call, give notice the Board of Directors of Parent or a duly appointed committee thereof will duly adopt resolutions at meetings duly called and hold held at which directors of Parent constituting a quorum are present (i) directing that the Merger be submitted for approval to a vote at a general meeting of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance (the “Parent Shareholders’ Meeting”) as promptly as reasonably practicable after the date of this Agreement; and Parent’s shareholders, (ii) shall submit such proposal to, and use its reasonable best efforts approving the form of the circular to solicit proxies in favor of, such proposal from such holders at be posted to the shareholders of Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection with the Parent Shareholders’ Shareholders Meeting that is not related (as defined below), which shall include a notice of general meeting setting out the shareholder resolution(s) approving the entry into by Parent and Safety of the Merger Agreement, the Merger and the other matters contemplated by the Merger Agreement to be proposed to the approval or consummation shareholders of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, Parent at the Parent Shareholders’ Shareholders Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting Recommendation and shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything LR13.3.1 of the Listing Rules of the Financial Services Authority (the “Circular”) and (iii) approving the posting of the Circular to the contrary contained shareholders of Parent. Neither the Board of Directors of Parent nor any committee thereof shall withdraw, modify or qualify in this Agreement: any manner adverse to Receiver (Aor publicly propose to withdraw, modify or qualify in any manner adverse to Receiver) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent of the CompanyRecommendation or 80 approve, other than recommend or adopt a third party Takeover Proposal with respect to Safety (1or publicly propose to approve, recommend or adopt a third party Takeover Proposal with respect to Safety) or fail to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at which make the Parent Shareholders’ Meeting is scheduledRecommendation (collectively, there are insufficient Parent Common Shares represented (either a “Change in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to Recommendation”); provided that the extent necessary to obtain such Board of Directors of Parent may make a quorum; and (B) Parent shall postpone or adjourn Change in the Parent Shareholders’ Meeting up Recommendation pursuant to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment and in order to solicit additional proxies in favor of the approval of the accordance with Section 5.6. Parent Share Issuance (but not later than five Business Days prior to the Outside Date)shall, in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold a general meeting of its shareholders or any adjournment or postponement thereof (the Company Stockholders’ “Parent Shareholders Meeting”) for the purpose of obtaining the Parent Shareholder Approval. Receiver shall use its commercially reasonable efforts to cooperate with Parent and to promptly provide any information or responses to comments or other assistance reasonably requested by Parent in connection with the foregoing. Parent shall prepare and post the Circular to the shareholders of Parent as promptly as reasonably practicable following the date of this Agreement. Prior to mailing the Circular (or any amendment or supplement thereto) to Parent Shareholders, Parent (i) shall provide Receiver a reasonable opportunity to review such document and (ii) shall give reasonable consideration to all comments proposed by Receiver. If at any time prior to the Parent Shareholder Meeting there shall occur any event (including discovery of any fact, circumstance or event) that should be set forth in an amendment or supplement to the Circular, Parent shall promptly prepare and mail to its shareholders such an amendment or supplement or issue a press release or take other corrective action, in each case to the extent required by applicable Law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 6.2 shall not be affected by the commencement, public proposal, public disclosure or communication to Parent or any other Person of any Takeover Proposal with respect to Safety or by any action taken pursuant to Section 5.6 (including any Change in the Parent Recommendation) other than termination of this Agreement and, subject to the following sentence, Parent shall remain obligated to call, give notice of, convene and hold the Parent Shareholders Meeting. Notwithstanding anything to the contrary and for avoidance of doubt, at any time prior to the Parent Shareholder Approval, Parent may adjourn or postpone the Parent Shareholders Meeting following a Change in the Parent Recommendation, or upon notification to Receiver of the occurrence of an Intervening Event or in response to a Takeover Proposal which the Board of Directors of Parent (or any committee thereof) determines in good faith after consultation with its outside counsel has a reasonable likelihood of leading to a Superior Proposal and that the failure to take such action would be inconsistent with its fiduciary and/or statutory duties under applicable Law or, in any event, if this Agreement is terminated before the Parent Shareholders Meeting is held. Parent shall not submit to the vote of its shareholders any Takeover Proposal with respect to Safety, or propose to do so, until after the termination of this Agreement.

Parent Shareholders Meeting. (a) ParentParent shall take all action necessary to duly call, give notice of, convene, and hold the Parent Shareholders Meeting as soon as reasonably practicable after the Form F-4 is declared effective, and, in connection therewith, Parent shall mail the ‌EGM Notice to the holders of Parent Ordinary Shares in advance of the Parent Shareholders Meeting. Except to the extent that the Parent Board shall have effected a Parent Adverse Recommendation Change as permitted by Section 7.02 hereof, the EGM Notice shall include the Parent Board Recommendation. Subject to Section 7.02 hereof, Parent shall use reasonable best efforts to: (i) shall, solicit from the holders of Parent Ordinary Shares proxies in accordance with its bye-laws, favor of the approval of granting the Parent Board authority to effect the Parent Share Issuance; and (ii) take all action other actions necessary under all or advisable to secure the vote or consent of the holders of Parent Ordinary Shares required by applicable Legal Requirements toLaw to obtain such approval. Parent shall keep the Company updated with respect to proxy solicitation results as requested by the Company. Once the Parent Shareholders Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Shareholders Meeting without the consent of Company (other than: (A) in order to obtain a quorum of its shareholders; or (B) as promptly reasonably determined by Parent to comply with applicable Law). Parent shall use its reasonable best efforts to cooperate with Company to hold the Parent Shareholders Meeting on the same day and at the same time as the Company Stockholders Meeting as soon as reasonably practicable after the date of this Agreement, call, give notice of and hold a meeting to set the same record date for each such meeting. Without the prior written consent of the holders Company or as required by applicable Law, (i) the approval of the grant of authority to the Parent Common Shares Board to vote on a proposal to approve effect the Parent Share Issuance (shall be the “only matter that Parent Shareholders’ Meeting”) as promptly as reasonably practicable after shall propose to be acted on by the date shareholders of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders Parent at the Parent Shareholders’ Shareholders Meeting and and, prior to receipt of the Requisite Parent Vote, Parent shall not submit any other proposal to such holders shareholders in connection with the Parent Shareholders’ Shareholders Meeting that is not related to the approval or consummation of (including any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation proposal inconsistent with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance (but not later than five Business Days prior to or the Outside Dateconsummation of the transactions contemplated by this Agreement), in which caseexcept for, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of following the approval of the grant of authority, any Parent AGM Resolutions proposed to be voted on at a Parent AGM to be called and held on a date subsequent to the Parent Shareholder Meeting (provided that it is acknowledged and agreed that the Parent AGM must be held no later than September 30, 2021, and Parent shall be permitted to take action to call and hold the Parent AGM on such date even if the Requisite Parent Vote has not been obtained) and (ii) prior to receipt of the Requisite Parent Vote, Parent shall not call any meeting of the shareholders of Parent other than the Parent Shareholders Meeting. If the Parent Board makes a Parent Adverse Recommendation Change, it will not alter the obligation of Parent to submit the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) the holders of Parent shall cooperate with the Company and use its reasonable best efforts to cause Ordinary Shares at the Parent Shareholders’ Shareholders Meeting to be held on the same date as the Company Stockholders’ Meeting; consider and (bb) ifvote upon, notwithstanding such efforts, the Company Stockholders’ Meeting is held unless this Agreement shall have been terminated in accordance with its terms prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable following the date of the Company Stockholders’ Shareholders Meeting.

Parent Shareholders Meeting. (a) Parent: (i) shall, in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as promptly as reasonably practicable after the date of this Agreement, Parent shall call, give notice of of, convene and hold a general meeting of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance (the “Parent Shareholders’ Shareholders Meeting”) as promptly as reasonably practicable after the date of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of, such proposal from such holders at the Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection accordance with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; Governing Documents and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company Stockholders(and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, as required by Parent’s Governing Documents.

Parent Shareholders Meeting. (a) Parent: (i) shallSubject in all respects to Section 7.4(d)(iii), in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as promptly as reasonably practicable after the date of this Agreement, Parent shall call, give notice of of, convene and hold a meeting of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance its shareholders (the “Parent Shareholders’ Shareholders Meeting”) as promptly as reasonably practicable after following the date on which the Parent Registration Statement is declared effective, for the purpose of this Agreement; obtaining the Parent Shareholder Approval (and no other matters, except for (x) a proposal to amend the bylaws of Parent to authorize the Parent Board to amend the bylaws without obtaining the approval of Parent’s shareholders and (iiy) shall submit such a proposal toto adjourn the meeting to solicit additional proxies to obtain the Parent Shareholder Approval, if necessary, and use its reasonable best efforts to solicit proxies in favor ofany other proposal required by applicable Law, such proposal from such holders shall be considered or voted upon at the Parent Shareholders’ Shareholders Meeting without the Company’s prior written consent); provided, however, that, subject to the requirements of any applicable Law, Parent may, and shall in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than ten (10) Business Days each) shall, postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not submit any other proposal to such holders in connection been established; (B) after consultation with the Parent Shareholders’ Meeting that is not related Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the approval Proxy Statement as may be required under applicable Law and for such supplement or consummation of any amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Contemplated Transactions without Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company. Parent; provided, in consultation with however, that, unless otherwise agreed to by the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Shareholders Meeting and shall not change such record date be postponed or adjourned under clauses (A) through (C) for more than fifteen (15) Business Days in total without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with advise the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent Company upon request on a daily basis during each of the Company, other than last five (15) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s shareholders or (2) if, as of the time at which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval date of the Parent Share Issuance Shareholders Meeting as soon as reasonably practicable. Subject to applicable Legal Requirements: (aa) the aggregate tally of proxies received by Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior respect to the Parent Shareholders’ Meeting, Parent shall use its Shareholder Approval and at additional times upon the reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable following the date request of the Company Stockholders’ MeetingCompany.