Common use of Preparation of Registration Statement / Proxy Statement Clause in Contracts

Preparation of Registration Statement / Proxy Statement. Promptly following the date of this Agreement, Parent and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and which will be used for the Parent Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent and each Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Parent, on the one hand, and the Company Parties, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Party, the Company Parties, or, in the case of the Company Parties, Parent, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. Parent shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock for offering or sale in any jurisdiction, and Parent and the Company Parties shall each use their commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable (but in any event no more than 10 Business Days following the delivery by FCB, BP and Bridgeburg to Mountain of the Closing Company Audited Financial Statements in accordance with Section 6.14) following the date of this Agreement, Parent Mountain, FCB, BP, TopCo, Bridgeburg and the Company Parties Merger Sub shall (and shall cause their respective Subsidiaries to) prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company any of the Parties, as applicable), and Parent TopCo shall file with the SEC, the Registration Statement / Statement/Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and which will be used for the Parent Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq)Statement. Each Party shall (and shall cause each of Parent and each Company Party its Subsidiaries to) shall use its reasonable best efforts to (a) cause the Registration Statement / Statement/Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesFCB, BP and Bridgeburg, the provision of financial statements of, and any other information with respect to, for the Group Companies Business for all periods, and in the form, required to be included in the Registration Statement / Statement/Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this AgreementTransactions. ParentMountain, on the one hand, and the Company PartiesFCB and its Subsidiaries, on the other hand, shall promptly furnish, or cause to be furnished, furnish to the other all information concerning such Party, Party and its Non-Party Affiliates Subsidiaries and its and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Mountain or TopCo to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii6.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Statement/Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyMountain, the Company PartiesFCB, or, in the case of the Company PartiesFCB or its Subsidiaries, Parent, thereofMountain; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentMountain, the Company PartiesFCB, or, in the case of the Company PartiesFCB or any of its Subsidiaries, Parent Mountain (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Statement/Proxy Statement; (iii) Parent TopCo shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Mountain Holders, FCB and any other intended recipients. Parent TopCo shall as promptly as reasonably practicable advise the Company Parties Mountain of the time of effectiveness of the Registration Statement / Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock TopCo Ordinary Shares for offering or sale in any jurisdiction, and Parent and the Company Parties each Party shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or and their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in each of the Registration Statement/Proxy Statement / Proxy or the Information Statement will, at the time the Registration Statement / Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it the Registration Statement/Proxy Statement becomes effective under the Securities Act Act, at the time it is mailed to recipients and at the time of the Mountain Shareholders Meeting or the FCB General Assembly Meeting 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent FLAC, Holdco and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company any of the Parties, as applicable), and Parent Holdco shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent FLAC which will be included therein as a prospectus in connection with the registration under the Securities Act of the Holdco Shares to be issued in the Company Share Exchange and in the Merger and which will be used as a proxy statement for the Parent Stockholders FLAC Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentFLAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent FLAC, Holdco and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to others of the receipt of any comments of the SEC or its staffstaff (with the Parties reasonably cooperating with each other with respect to a prompt response to any such comments); (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this AgreementTransactions. ParentFLAC, on the one hand, and the Company Partiesand Holdco, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.8 or for including in any other statement, filing, notice or application made by or on behalf of Parent Holdco to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy StatementStatement in order to disclose material information or to make the statements included therein, in the light of the circumstances under which they are made, not misleading, then (i) such Party shall promptly inform, in the case of any Parent PartyFLAC, the Company Partiesand Holdco, or, in the case of the Company Partiesand Holdco, Parent, FLAC thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentFLAC, the Company Partiesand Holdco, or, in the case of the Company Partiesand Holdco, Parent FLAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Holdco shall file such mutually mutually-agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing FLAC Holders. Parent Holdco and the Company shall as promptly as reasonably practicable advise the Company Parties FLAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Holdco Shares for offering or sale in any jurisdiction, and Parent Holdco and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent SPAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent SPAC or a Company Partiesthe Company, as applicable)): (a) a proxy statement (such proxy statement, and Parent shall file together with any amendments or supplements thereto, the “Proxy Statement”) to be filed with the SEC, SEC as part of the Registration Statement / Proxy Statement (it being understood that relating to the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and which will be used for the Parent Stockholders Meeting to adopt and approve the SPAC Transaction Proposals and other matters reasonably related to be submitted to the Transaction ProposalsSPAC Shareholders at the SPAC Shareholders Meeting, all in accordance with and as required by Parent’s Governing Documentsthe SPAC Memorandum and Articles of Association, applicable Law, and any applicable rules and regulations of the SEC and NASDAQ and (b) a registration statement on Form F-4 to be filed with the NasdaqSEC by the Company pursuant to which the Company Securities will be registered with the SEC and that will include the Proxy Statement (such document, the “Registration Statement / Proxy Statement”), all in accordance with and as required by the SPAC Memorandum and Articles of Association, applicable Law, and any applicable rules and regulations of the SEC and NASDAQ. Each of Parent SPAC and each the Company Party shall use its commercially reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent the Company or SPAC to the SEC or Nasdaq NASDAQ in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Company Party, the Company PartiesSPAC, or, in the case of SPAC, the Company Parties, ParentCompany, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersSPAC Shareholders and the Company Shareholders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties SPAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock the Company Securities for offering or sale in any jurisdiction, and Parent and the Company Parties and SPAC shall each use their its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. The Company and/or its designees shall pay all fees in connection with the registration of the Company Securities and the filing of the Registration Statement / Proxy Statement.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent SPAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent SPAC or a Company Partiesthe Company, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement ): (it being understood that the Registration Statement / Proxy Statement shall include a) a proxy statement of Parent which will (the “Proxy Statement”) to be included therein and which will be used for filed with the Parent Stockholders Meeting SEC by SPAC relating to adopt and approve the Transaction Proposals and other matters reasonably related to be submitted to the Transaction Proposalsholders of SPAC Shares at the SPAC Stockholders Meeting, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and NYSE and (b) a registration statement on Form F-4 to be filed with the NasdaqSEC by Company pursuant to which Company Ordinary Shares and Company Warrants issuable in the Merger will be registered with the SEC and that will include the Proxy Statement (such document, the “Registration Statement / Proxy Statement”), all in accordance with and as required by SPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and NYSE. Each of Parent SPAC and each the Company Party shall use its commercially reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent the Company or SPAC to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Company Party, the Company PartiesSPAC, or, in the case of SPAC, the Company Parties, ParentCompany, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersSPAC Stockholders and the Company Shareholders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties SPAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Company Ordinary Shares or Company Warrants for offering or sale in any jurisdiction, and Parent and the Company Parties and SPAC shall each use their its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. The Company and/or its designees shall pay all fees in connection with the registration of Company Securities and the filing of the Registration Statement / Proxy Statement.

Preparation of Registration Statement / Proxy Statement. Promptly following the date of this Agreement, Parent Longview and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent Longview or a Company Partiesthe Company, as applicable), and Parent Longview shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent Longview which will be included therein and which will be used for the Parent Longview Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentLongview’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent Longview and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentLongview, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Longview to the SEC or Nasdaq the NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Longview Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentLongview, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentLongview, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Longview (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Longview shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Longview Holders. Parent Longview shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Longview Common Stock for offering or sale in any jurisdiction, and Parent Longview and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, the Longview Parties, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of any Longview Party) or Longview (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to the SEC or the NYSE relating to the transactions contemplated by this Agreement or the Ancillary Documents. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone with the SEC or the NYSE in connection with the transactions contemplated by this Agreement unless it consults with, in the case of any Longview Party, the Company, or, in the case of the Company, Longview in advance and, to the extent not prohibited by the SEC or the NYSE, gives, in the case of any Longview Party, the Company, or, in the case of the Company, Longview, the opportunity to attend and participate in such meeting or discussion.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Priveterra and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent Priveterra shall file with the SEC, a registration statement on Form S-4 or such other applicable form, in which the Registration Statement / Proxy Statement (it being understood that proxy statement/prospectus to be sent to the Registration Statement / Proxy Statement shall include a proxy statement of Parent which Pre-Closing Priveterra Stockholders soliciting proxies from such stockholders to obtain the Priveterra Stockholders Approval at the Priveterra Stockholders Meeting will be included therein and which will be used for as a prospectus (as amended or supplemented from time to time, the Parent Stockholders Meeting to adopt and approve “Proxy Statement/Prospectus”), in connection with the Transaction Proposals and other matters reasonably related registration under the Securities Act of, to the Transaction Proposals, all in accordance with and as required extent permitted by Parent’s Governing Documents, applicable Law, and any applicable the rules and regulations promulgated by the SEC, the Class A Common Stock issuable in connection with the Merger (together with the Proxy Statement/Prospectus, the “Registration Statement/Proxy Statement”). Any lodgment or filing fees in connection with the filing of the Registration Statement/Proxy Statement with the SEC shall be borne 50% by the Company and the Nasdaq)50% by Priveterra. Each of Parent Priveterra and each the Company Party shall use its reasonable best efforts to (ai) cause the Registration Statement / Statement/Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany and its Subsidiaries, by the provision of audited financial statements (in accordance with PCAOB standards) of, and any other information with respect to, the Group Companies Company and its Subsidiaries for all periods, and in the form, required to be included in the Registration Statement / Statement/Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); ) and using reasonable best efforts to cause the Company’s auditors to deliver the required audit opinions and consents, and (bii) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; and Priveterra shall use its reasonable best efforts to (cA) have the Registration Statement / Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; , and (dB) keep the Registration Statement / Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentPriveterra, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Priveterra to the SEC or Nasdaq the Listing Exchange in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters including, for the avoidance of doubt, the Company providing for the Registration Statement/Proxy Statement the Company Financial Statements and its (x) audited consolidated balance sheets as of December 31, 2022 and its related consolidated statements of income (loss), changes in shareholders’ equity and cash flows for the fiscal years then ended, audited in accordance with applicable PCAOB auditing standards, and (y) any unaudited, draft consolidated balance sheets of the Company as of any quarter ended thereafter, and the related unaudited consolidated statements of operations of the Company and its Subsidiaries for the period then ended, in each case of clause (x) and (y), to counsel to enable counsel to deliver any tax opinions requested or the extent required by the SEC to be submitted included in connection therewith as described in Section 5.5(a)(iiithe Registration Statement/Proxy Statement pursuant to applicable Law (the “Additional Company Financial Statements”), and necessary pro forma financial statements. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Statement/Proxy Statement, then (i1) such Party shall promptly inform, in the case of any Parent Priveterra Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentPriveterra thereof, thereof; (ii2) such Party the Parties shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Statement/Proxy Statement; , (iii3) Parent Priveterra shall promptly file such mutually agreed upon amendment or supplement with the SEC; , and (iv4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Parent Pre-Closing Priveterra Stockholders. Parent The Proxy Statement/Prospectus shall as include materials for the approval by the Pre-Closing Priveterra Stockholders of (i) the New ESPP, and (ii) a new equity incentive plan (the “New Equity Incentive Plan”), which will initially reserve a number of shares of Class A Common Stock equal to the amount set forth on Section 5.7 of the Company Disclosure Schedules. The Company shall provide a proposed form of the New Equity Incentive Plan within 30 days after the date of this Agreement. Priveterra shall have a right to review and approve the New Equity Incentive Plan in advance, such approval not to be unreasonably withheld, conditioned or delayed. Priveterra shall promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Class A Common Stock for offering or sale in any jurisdiction, and Parent Priveterra and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Statement/Proxy Statement will, at the time the Registration Statement / Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or and at the time it becomes effective under the Securities Act 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly following the date of this Agreement, Parent HighCape and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent HighCape or a Company Partiesthe Company, as applicable), and Parent HighCape shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent HighCape which will be included therein and which will be used for the Parent HighCape Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentHighCape’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent HighCape and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentHighCape, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent HighCape to the SEC or the Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent HighCape Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentHighCape, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentHighCape, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent HighCape (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent HighCape shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing HighCape Holders. Parent HighCape shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent HighCape Common Stock for offering or sale in any jurisdiction, and Parent HighCape and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, the HighCape Parties, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of any HighCape Party) or HighCape (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to the SEC or the Nasdaq relating to the transactions contemplated by this Agreement or the Ancillary Documents. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone with the SEC or the Nasdaq in connection with the transactions contemplated by this Agreement unless it consults with, in the case of any HighCape Party, the Company, or, in the case of the Company, HighCape in advance and, to the extent not prohibited by the SEC or the Nasdaq, gives, in the case of any HighCape Party, the Company, or, in the case of the Company, HighCape, the opportunity to attend and participate in such meeting or discussion.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, ARYA and Amber GT Parent and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of ARYA or a Company PartiesAmber GT Parent, as applicable), and Parent ARYA shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent ARYA which will be included therein and which will be used for the Parent Stockholders ARYA Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentARYA’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent ARYA and each Company Party Amber Entity shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, in the case of the Amber Entities, with respect to the Group CompaniesBusiness, the provision of financial statements of, and any other information with respect to, the Group Companies Business for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify notify, in the other ofcase of an Amber Entity, ARYA or, in the case of ARYA, Amber GT Parent, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) promptly prepare and, in the case of ARYA and Amber GT Parent only, mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either ARYA or Amber GT Parent, as applicable) any amendments or supplements to the Registration Statement / Proxy Statement in order to address comments or requests from the SEC or its staff (which amendments or supplements shall be promptly filed by the Company); (d) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (de) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentARYA, on the one hand, and the Company Partieseach Amber Entity, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.6 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent ARYA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Additional Agreements. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then then: (i) such Party shall promptly inform, in the case of any Parent PartyARYA, the Company PartiesAmber GT Parent, or, in the case of the Company Partiesany Amber Entity, ParentARYA, thereof; (ii) such Party ARYA and Amber GT Parent shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayeddelayed by either ARYA or Amber GT Parent, as applicable), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent ARYA shall as promptly as practicable file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriateappropriate in the discretion of ARYA, in mailing such amendment or supplement to the Parent Stockholdersshareholders of ARYA. Parent ARYA shall as promptly as reasonably practicable advise the Company Parties Amber GT Parent of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock ARYA Shares for offering or sale in any jurisdiction, and Parent ARYA and the Company Parties Amber Entities shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Partiesthe Company, as applicable), and following delivery of the financial statements to Parent pursuant to Section 5.18, Parent shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent which will be included therein as a prospectus, in connection with the registration under the Securities Act of the Parent Shares (including the Earnout Shares) to be issued in the Merger, and which will be used as a proxy statement for the Parent Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany, the provision of financial statements of, and any other information with respect to, the Group Companies Company for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing as long as necessary in order to permit the consummation of the transactions contemplated by this Agreement. Parent also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby, and the Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Parent, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.9 or for including in any other statement, filing, notice or application made by or on behalf of Parent to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Transaction Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Parent, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Pre-Closing Parent StockholdersHolders. Parent shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy StatementStatement or the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Shares 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 Registration Statement / Proxy Statement or for additional information and Parent and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as practicable following delivery of the date of this AgreementPCAOB Financials to 7GC pursuant to ‎Section 5.17(a) following such delivery thereof), Parent 7GC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable)prepare, and Parent 7GC shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and / prospectus which will be used for the Parent purpose of soliciting proxies from the stockholders of 7GC at the 7GC Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent7GC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent and each Company Party ) in which 7GC shall use its reasonable best efforts to (a) cause provide the Public Stockholders of 7GC with the opportunity to redeem their 7GC Pre-Merger Class A Shares pursuant to a 7GC Stockholder Redemption, (b) solicit proxies from the stockholders of 7GC to vote at the 7GC Stockholders Meeting in favor of the Transaction Proposals, (c) register under the Securities Act the 7GC New Class A Shares to be issued in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (d) file with the SEC financial and other information about the transactions contemplated by this Agreement and the Ancillary Documents, each in accordance with and as required by 7GC’s Governing Documents, applicable Law and any applicable rules and regulations of the SEC and Nasdaq. The Registration Statement / Proxy Statement will comply as to comply in all material respects form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by thereunder. The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing each of the SEC (including, with respect to the Group Companies, the provision of financial statements of, preliminary and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the final Registration Statement / Proxy Statement under Securities Laws and any amendment or supplement thereto prior to its filing with the SEC (after giving effect to which comments reasonable and good faith consideration shall be given by 7GC). 7GC shall not file any waivers received) or such documents with the SEC (including in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other SEC with respect to and respond promptly to any comments thereto) without the prior consent of the SEC Company (such consent not to be unreasonably withheld, conditioned or delayed). 7GC shall use its staff; reasonable best efforts to: (ci) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (dii) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement; and, (iii) with the assistance of the other Parties hereto, promptly respond to any comments, requests to amend or requests for additional information with respect to the Registration Statement / Proxy Statement by the SEC. Parent, on the one hand, Each of 7GC and the Company Parties, on the other hand, shall promptly furnish, or cause to be furnished, furnish to the other all information concerning such Party, its Non-Party Affiliates and their respective its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 ‎Section 5.9 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent 7GC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters . Each of 7GC and the Company shall promptly correct any information provided by it for use in the Registration Statement / Proxy Statement (and other related materials) if and to counsel the extent that such information is determined to enable counsel to deliver have become false or misleading in any tax opinions requested material respect or as otherwise required by applicable Laws. 7GC shall amend or supplement the Registration Statement / Proxy Statement and cause the Registration Statement / Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be submitted disseminated to 7GC stockholders, in connection therewith each case as described and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and 7GC’s Governing Documents. 7GC shall promptly advise the Company of (A) the time when 7GC has filed the preliminary Registration Statement / Proxy Statement, (B) the SEC’s determination whether to review the Registration Statement / Proxy Statement, (C) in Section 5.5(a)(iii). If any Party becomes aware event the preliminary Registration Statement / 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 information that should be disclosed in an supplement or amendment or supplement to the Registration Statement / Proxy Statement, then (iE) such Party shall promptly inform, in the case of any Parent Party, the Company Parties, or, in the case of the Company Parties, Parent, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. Parent shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock the 7GC New Class A Shares for offering or sale in any jurisdiction, and Parent and the Company Parties jurisdiction (it being understood that 7GC shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated), (F) any request by the SEC for amendment of the Registration Statement / Proxy Statement, (G) any oral or written comments from the SEC relating to the Registration Statement / Proxy Statement and responses thereto, (H) requests by the SEC for additional information and (I) the time of effectiveness of the Registration Statement / Proxy Statement. Without limiting the generality of the foregoing, (1) the 7GC Parties shall not, and shall cause their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity or Nasdaq regarding the matters contemplated by this ‎Section 5.9 without first consulting with the Company and providing the Company the opportunity to participate in such meetings or discussion and (2) the Company shall not, and shall cause its Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity or Nasdaq regarding the matters contemplated by this ‎Section 5.9 without first consulting with 7GC and providing 7GC the opportunity to participate in such meetings or discussions. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, Parent AMHC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent AMHC or a Company Partiesthe Company, as applicable), and Parent following delivery of the financial statements to AMHC pursuant to Section 5.17, AMHC shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent AMHC which will be included therein as a prospectus, in connection with the registration under the Securities Act of (i) the AMHC Shares to be issued in the Merger and (ii) the AMHC New Voting Shares issued or issuable upon conversion of the AMHC New Non-Voting Shares, and which will be used as a proxy statement for the Parent AMHC Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentAMHC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent AMHC and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing as long as necessary in order to permit the consummation of the transactions contemplated by this Agreement. ParentAMHC also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby, and the Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. AMHC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.8 or for including in any other statement, filing, notice or application made by or on behalf of Parent AMHC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent AMHC Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentAMHC, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentAMHC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent AMHC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent AMHC shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing AMHC Holders. Parent AMHC shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy StatementStatement or the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock AMHC Shares 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 Registration Statement / Proxy Statement or for additional information and Parent AMHC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Tailwind and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of Tailwind or a Company Partiesthe Company, as applicable), and Parent Tailwind shall file with the SECSEC (which, for the avoidance of doubt, shall be no earlier than the delivery of the Initial Required Closing Financial Statements by the Company to Tailwind pursuant to Section 5.17(a)), the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent Tailwind which will be included therein and which will be used for the Parent Tailwind Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentTailwind’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent Tailwind and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentTailwind, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent Tailwind to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)therewith. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy StatementStatement (including any such information with respect to either Pipeline Acquisition, the Sentar Closing Financial Statements or the RPC Tyche Closing Financial Statements), then (i) such Party shall promptly inform, in the case of any Parent Tailwind Party, the Company PartiesCompany, or, in the case of the Company Partiesor the Company Stockholder Representative, ParentTailwind, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentTailwind, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Tailwind (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Tailwind shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent Pre-Closing Tailwind Stockholders. Parent Tailwind shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Tailwind Shares for offering or sale in any jurisdiction, and Parent Tailwind and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent SPAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of SPAC or a Company Partiesthe Company, as applicable), and Parent the Company shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a (x) prospectus of the Company with respect to the registration of the issuance of the Company ADS Consideration and the underlying Company Ordinary Shares under the Securities Act and (y) a proxy statement of Parent the SPAC which will be included therein filed separately with the SEC by the SPAC and which will be used for the Parent Stockholders SPAC Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction ProposalsProposals and the SPAC Warrant Holders Meeting to adopt and approve the SPAC Warrant Proposal and other matters reasonably related to the SPAC Warrant Proposal, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, the SPAC Warrant Agreements and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent SPAC and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.8 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent the Company to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartySPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentSPAC, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing SPAC Shareholders and/or the holders of SPAC Warrants, as applicable. Parent Company shall as promptly as reasonably practicable advise the Company Parties SPAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Company ADSs or the underlying Company Ordinary Shares for offering or sale in any jurisdiction, and Parent SPAC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement Misrepresentation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of SPAC) or SPAC (in the case of the Company), a material fact reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to the SEC or omit the Nasdaq relating to state the transactions contemplated by this Agreement or the Ancillary Documents. Each of the Parties agrees not to participate in any material fact required to be stated therein substantive meeting or necessary to make discussion, either in person or by telephone with the statements thereinSEC or the Nasdaq in connection with the transactions contemplated by this Agreement unless it consults with, in light the case of SPAC , the Company, or, in the case of the circumstances under which they are madeCompany, SPAC in advance and, to the extent not misleadingprohibited by the SEC or Nasdaq, gives, in the case of SPAC, the Company, or, in the case of the Company, SPAC, the opportunity to attend and participate in such meeting or discussion.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this AgreementAgreement (which, Parent for the avoidance of doubt, shall be no earlier than the availability of the Required Company Financial Statements), Topco, SLAM and the Company Parties shall prepare and mutually agree upon (which such agreement shall not to be unreasonably withheld, conditioned or delayed by either Parent SLAM or a Company Partiesthe Company, as applicable), and Parent Topco shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a prospectus of Topco and a proxy statement of Parent which will be included therein and SLAM which will be used for (i) soliciting proxies from holders of SLAM Class A Shares to vote at the Parent Stockholders Meeting SLAM Shareholders Meeting, as adjourned or postponed and (ii) soliciting proxies from the holders of SLAM Warrants to adopt and approve vote at the Transaction Proposals and other matters reasonably related to the Transaction ProposalsSLAM Warrantholders Meeting, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaqadjourned or postponed). Each of Parent Topco, SLAM and each the Company Party shall use its reasonable best efforts to (aA) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany, the provision of financial statements of, and any other information with respect to, the Group Companies Company for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (bB) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (cC) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (dD) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentThe Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement / Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments on the SEC prior to the filing thereof with the SEC. SLAM, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that as may be required or as may be reasonably requested or advisable in connection with any action contemplated by this Section 5.7 6.7 or for including inclusion or incorporation by reference in any other statement, filing, notice or application made by or on behalf of Parent Topco or SLAM to the SEC or Nasdaq any Approved Stock Exchange in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii7.1(a)(ii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartySLAM, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentSLAM, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSLAM, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SLAM (in either case, which such agreement shall not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent SLAM shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing SLAM Holders. Parent SLAM shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock SLAM Shares for offering or sale in any jurisdiction, and Parent SLAM and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation in (including to be incorporated by reference in in) or attachment to the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as practicable following the date of this Agreement, Parent (a) ALPA and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent ALPA shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement mutually acceptable materials which shall include the proxy statement/prospectus to be filed with the SEC (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of ALPA soliciting proxies from such stockholders to obtain the ALPA Stockholders Approval at the meeting of ALPA’s stockholders (the “ALPA Stockholder Meeting”) and (b) ALPA shall prepare and file with the SEC a proxy registration statement of Parent on Form S-4 or such other applicable form (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included therein and which will be used for as a prospectus, in connection with the Parent Stockholders Meeting to adopt and approve registration under the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations Securities Act of the SEC and Class A Common Stock issuable in connection with the Nasdaq)Merger. Each of Parent ALPA and each the Company Party shall use its reasonable best efforts to (aA) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany, the provision of financial statements of, and any other information with respect to, the Group Companies Company for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (bB) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; and ALPA shall use its reasonable best efforts to (c1) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d2) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentALPA, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent ALPA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i1) such Party shall promptly inform, in the case of any Parent ALPA Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent, ALPA thereof; (ii2) such Party shall prepare and mutually agree upon with, in the case of ParentALPA, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent ALPA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii3) Parent ALPA shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (iv4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Parent Pre-Closing ALPA Stockholders. Parent The Proxy Statement/Prospectus shall include materials for the adoption and approval by the Pre-Closing ALPA Stockholders of a new equity incentive plan (the “New Equity Incentive Plan”), which will provide for awards (in the form of cash as promptly well as reasonably practicable advise incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, performance units and stock appreciation rights) for a number of shares of Class A Common Stock equal to a percentage of the aggregate number of shares of Class A Common Stock issued and outstanding immediately after the Closing as set forth on Section 5.7 of the Company Parties Disclosure Schedules. The Company shall provide a form of the time New Equity Incentive Plan within 30 days after the date of effectiveness of the Registration Statement / Proxy Statementthis Agreement; ALPA shall have a right to review and approve in advance, the issuance of any stop order relating thereto such approval not to be unreasonably withheld, conditioned or the suspension of the qualification of Parent Common Stock for offering or sale in any jurisdictiondelayed, such New Equity Incentive Plan; and Parent and the Company Parties shall each use their commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts otherwise cooperate to ensure include such terms and conditions as are customary and appropriate for the New Equity Incentive Plan. ALPA shall take all actions that none are necessary for the assumption and conversion of the information related Company Options pursuant to himSection 2.4, her or it or any including the reservation, issuance and listing of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied underlying shares of Class A Common Stock as necessary to effect the transactions contemplated by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed Section 2.4. ALPA shall file with the SEC, at each time at which it as promptly as practicable after the date that is amended, or 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, in light of the circumstances under which they are made, not misleading.sixty

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable and no later than 45 days following the date of this Agreement, Parent RACA and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent RACA or a Company Partiesthe Company, as applicable), and Parent RACA shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent RACA which will be included therein as a prospectus, in connection with the registration under the Securities Act of the RACA Shares to be issued in the Merger and which will be used as a proxy statement for the Parent RACA Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s RACA's Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent RACA and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentRACA, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.8 or for including in any other statement, filing, notice or application made by or on behalf of Parent RACA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii5.6(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent RACA Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentRACA, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentRACA, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent RACA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent RACA shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing RACA Holders. Parent RACA shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock RACA Shares for offering or sale in any jurisdiction, and Parent RACA and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable and no later than 45 days following the date of this Agreement, Parent Capstar and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent Capstar or a Company Partiesthe Company, as applicable), and Parent Capstar shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent Capstar which will be included therein as a prospectus, in connection with the registration under the Securities Act of the Capstar Shares to be issued in the Merger and which will be used as a proxy statement for the Parent Capstar Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentCapstar’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent Capstar and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either Capstar or the Company, as applicable) with respect to and respond promptly to any comments of the SEC or its staffstaff and respond promptly thereto; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentCapstar, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.8 or for including in any other statement, filing, notice or application made by or on behalf of Parent Capstar to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii5.6(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Capstar Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentCapstar, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentCapstar, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Capstar (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Capstar shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Capstar Holders. Parent Capstar shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Capstar Shares for offering or sale in any jurisdiction, and Parent Capstar and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable (and in any event within 40 days) following the date of this Agreement, Parent Pioneer and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company any of the Parties, as applicable), and Parent Pioneer shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and which will be used for the Parent Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq)Statement. Each of Parent Pioneer and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities applicable Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentPioneer, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Pioneer to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii6.5(a)(iv). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Pioneer Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent, Pioneer thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentPioneer, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Pioneer (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Pioneer shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties Pioneer shall reasonably cooperatecause, if appropriate, in mailing such amendment or supplement supplements to be mailed to the Parent StockholdersPioneer stockholders. Parent Pioneer shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Pioneer Shares for offering or sale in any jurisdiction, and Parent Pioneer and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company Parties shall prepare and mutually agree upon Newco (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent predecessor of Amalco) shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a prospectus of Newco (as predecessor of Amalco) and a proxy statement of Parent which will be included therein and Prospector which will be used for the Parent Stockholders Prospector Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentProspector’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent and each Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or and its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentProspector, on the one hand, and the Company Partiesand Newco, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent Prospector or Newco to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii5.5(b). The Company and Newco shall allow Prospector and its counsel to review the Registration Statement / Proxy Statement and any amendment thereto a reasonable amount of time prior to filing the Registration Statement / Proxy Statement or any amendment or supplement thereto and shall give reasonable and good faith consideration for inclusion in the Registration Statement / Proxy Statement and/or any amendment or supplement thereto any reasonable comments proposed by Prospector. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyProspector, the Company Partiesand Newco, or, in the case of the Company Partiesand Newco, ParentProspector, thereof; (ii) such Party the Parties shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Newco (as predecessor of Amalco) shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties Prospector shall reasonably cooperatemail, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Prospector Holders. Parent Newco shall as promptly as reasonably practicable advise the Company Parties Prospector of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Surviving Company Shares for offering or sale in any jurisdiction, and Parent and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleadingMisrepresentation.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date Original Date, Armada shall prepare (with the Company’s reasonable assistance and co-operation, including with respect to the Company’s delivery of the Closing Company Audited Financial Statements in accordance with this Agreement), Parent and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include (i) a prospectus of the New Company for the registration with the SEC of the offering of the New Company Shares comprising the Aggregate Stock Consideration and Armada’s Public Shares and Public Warrants, and (ii) a proxy statement of Parent which will be included therein and Armada which will be used for the Parent Stockholders Armada Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentArmada’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and NASDAQ). For the Nasdaq)avoidance of doubt, Armada and the Company shall have no obligations to file with the SEC the Registration Statement/Proxy Statement or any amendment thereto, unless and until the Company shall have delivered the Closing Company Audited Financial Statements and, if and as applicable the Other Closing Company Financial Statements in each case, in accordance with this Agreement. Each of Parent Armada and each the Company Party shall use its respective reasonable best efforts (in each case to the extent within its control) to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements (including the Closing Company Audited Financial Statements) of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentArmada, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent Armada or the Company to the SEC or Nasdaq NASDAQ in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary the tax representation letters to counsel as provided by Section 5.5(c) to enable counsel to deliver the delivery of any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii5.5(c). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyArmada, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentArmada, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentArmada, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Armada (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Armada Shareholders. Parent The Company and Armada shall as promptly as reasonably practicable advise the Company Parties other of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock the Company Shares for offering or sale in any jurisdiction, and Parent Armada and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her such Party or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act Act, and when the Registration Statement / Proxy Statement is mailed to the Pre-Closing Armada Shareholders and at the time of the Armada Shareholders Meeting 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly following the date of this Agreementthe Extension Stockholder Approval, Parent CHP and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent CHP or a Company Partiesthe Company, as applicable), and Parent shall CHP shall, promptly following delivery of the necessary PCAOB Financial Statements, file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent CHP which will be included therein and which will be used for the Parent CHP Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentCHP’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent CHP and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentCHP, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent CHP to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent CHP Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentCHP, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentCHP, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent CHP (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent CHP shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing CHP Holders. Parent CHP shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent CHP Common Stock for offering or sale in any jurisdiction, and Parent CHP and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, the CHP Parties, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of any CHP Party) or CHP (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to the SEC or Nasdaq relating to the transactions contemplated by this Agreement or the Ancillary Documents. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone with the SEC or Nasdaq in connection with the transactions contemplated by this Agreement unless it consults with, in the case of any CHP Party, the Company, or, in the case of the Company, CHP in advance and, to the extent not prohibited by the SEC or Nasdaq, gives, in the case of any CHP Party, the Company, or, in the case of the Company, CHP, the opportunity to attend and participate in such meeting or discussion.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this AgreementAgreement (and in any event not later than 10 days after the date that the Closing Company Audited Financial Statements are delivered in accordance with Section 5.14), Parent SPAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent SPAC or a Company Partiesthe Company, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement ): (it being understood that the Registration Statement / Proxy Statement shall include a) a proxy statement of Parent which will (the “Proxy Statement”) to be included therein and which will be used for filed with the Parent Stockholders Meeting SEC by SPAC relating to adopt and approve the Transaction Proposals and other matters reasonably related to be submitted to the Transaction Proposalsholders of SPAC Public Shares at the SPAC Stockholders Meeting, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq and (b) a registration statement on Form F-4 to be filed with the SEC by Company pursuant to which Company Shares and Company Warrants issuable in the Merger will be registered with the SEC and that will include the Proxy Statement (such document, the “Registration Statement / Proxy Statement”), all in accordance with and as required by SPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq). Each of Parent SPAC and each the Company Party shall use its commercially reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including causing their respective counsel and advisors to provide required legal opinions and comfort letters as described below and including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.07 or for including in any other statement, filing, notice or application made by or on behalf of Parent the Company or SPAC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Company Party, the Company PartiesSPAC, or, in the case of SPAC, the Company Parties, ParentCompany, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersSPAC Stockholders and the Company Shareholders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties SPAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Company Shares or Company Warrants for offering or sale in any jurisdiction, and Parent and the Company Parties and SPAC shall each use their its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. The Company and/or its designees shall pay all fees in connection with the registration of Company Shares and Company Warrants and the filing of the Registration Statement / Proxy Statement. In the event there is any Tax opinion, comfort letter or other opinion required to be provided in connection with Registration Statement / Proxy Statement, notwithstanding anything to the contrary, neither this provision nor any other provision in this Agreement shall require counsel to the Company Parties or SPAC or their respective tax advisors to provide an opinion that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code or otherwise qualifies for the Intended Tax Treatment.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as practicable following the date of this Agreement, Parent (a) AHAC and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent AHAC shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement mutually acceptable materials which shall include the proxy statement/prospectus to be filed with the SEC (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of AHAC soliciting proxies from such stockholders to obtain the AHAC Stockholders Approval at the meeting of AHAC’s stockholders (the “AHAC Stockholder Meeting”) and (b) AHAC shall prepare and file with the SEC a proxy registration statement of Parent on Form S-4 or such other applicable form (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included therein and which will be used for as a prospectus, in connection with the Parent Stockholders Meeting to adopt and approve registration under the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations Securities Act of the SEC and Class A Common Stock issuable in connection with the Nasdaq)Merger. Each of Parent AHAC and each the Company Party shall use its reasonable best efforts to (aA) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany, the provision of financial statements of, and any other information with respect to, the Group Companies Company for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (bB) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; and AHAC shall use its reasonable best efforts to (c1) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d2) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentAHAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent AHAC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel Xxxxxxxxx to enable counsel Xxxxxxxxx to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii5.5(c). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i1) such Party shall promptly inform, in the case of any Parent AHAC Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent, AHAC thereof; (ii2) such Party shall prepare and mutually agree upon with, in the case of ParentAHAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent AHAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii3) Parent AHAC shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (iv4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Parent Pre-Closing AHAC Stockholders. Parent The Proxy Statement/Prospectus shall include materials for the adoption and approval by the Pre-Closing AHAC Stockholders of a new equity incentive plan (the “New Equity Incentive Plan”), which will provide for awards (in the form of cash as well as incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, performance units and stock appreciation rights) for a number of shares of Class A Common Stock equal to a percentage of the aggregate number of shares of Class A Common Stock issued and outstanding immediately after the Closing as set forth on Section 5.7 of the Company Disclosure Schedules. The Company shall provide a form of the New Equity Incentive Plan within 30 days after the date of this Agreement; AHAC shall have a right to review and approve in advance, such approval not to be unreasonably withheld, conditioned or delayed, such New Equity Incentive Plan; and the Parties shall otherwise cooperate to include such terms and conditions as are customary and appropriate for the New Equity Incentive Plan. AHAC shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Class A Common Stock for offering or sale in any jurisdiction, and Parent AHAC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Purchaser and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent Purchaser or a Company Partiesthe Company, as applicable), and Parent Purchaser shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include (i) an information statement of the Company and (ii) a proxy statement / prospectus of Parent Purchaser which will be included therein as a prospectus and which will be used for the Parent Stockholders Purchaser Shareholders Meeting to adopt and approve (as applicable) the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s the Governing DocumentsDocuments of each Party, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent Purchaser and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements (audited and unaudited) of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SECSEC and to cause the Group Companies’ independent auditor to deliver the required audit opinions and consents); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentPurchaser, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Purchaser to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)therewith. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Purchaser Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentPurchaser, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentPurchaser, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Purchaser (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Purchaser shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Purchaser Holders. Parent Purchaser shall as promptly as reasonably practicable practicably advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Purchaser Shares for offering or sale in any jurisdiction, and Parent Purchaser and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent MAAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of MAAC or a Company Partiesthe Company, as applicable), and Parent the Company shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent MAAC which will be included therein and which will be used for the Parent Stockholders MAAC Shareholders Meeting to adopt solicit the adoption and approve approval of the Transaction Proposals Proposals, provide its applicable shareholders with the opportunity to elect to effect the MAAC Shareholder Redemption, and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentMAAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent MAAC and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany, the provision of financial statements ofand pro forma financial statements, and any other information with respect to, to the Group Companies for all periods, periods and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) ), or in response to any comments or requests from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to to, any comments or requests of the SEC or its staffstaff and, in the case of the Company, provide copies of any written correspondence with the SEC; (c) promptly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of MAAC or the Company, as applicable) any amendments or supplements to the Registration Statement / Proxy Statement in order to address comments or requests from the SEC or its staff (which amendments or supplements shall be promptly filed by the Company); (d) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (de) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentMAAC, on the one hand, and the Company Partiesand Merger Sub, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives and, in the case of the Company, the Company Equityholders, that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent MAAC or the Company to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). In the event there is any tax opinion, comfort letter or other opinion required to be provided in connection with the Registration Statement / Proxy Statement, notwithstanding anything herein to the contrary, neither this provision nor any other provision in this Agreement shall require counsel to the Company or MAAC or their respective tax advisors to provide any opinion regarding the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code or otherwise qualifies for the Intended Tax Treatment, unless required by applicable Securities Laws or regulations, including SEC Staff Legal Bulletin No. 19. If any Party becomes aware of any information that should is, in the opinion of such Party, required or desirable to be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyMAAC, the Company PartiesCompany, or, in the case of the Company Partiesor Merger Sub, ParentMAAC, thereof; , (ii) such Party the Company and MAAC shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), delayed in the case of either the Company or MAAC) an amendment or supplement to the Registration Statement / Proxy Statement; , (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; SEC and (iv) if requested by MAAC, the Parties shall reasonably cooperate, if appropriate, cooperate in mailing such amendment or supplement to the Parent StockholdersPre-Closing MAAC Shareholders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties of the time MAAC of effectiveness of the Registration Statement / Proxy Statement, of its becoming aware of the issuance of any stop order relating thereto or the suspension of the qualification of Parent the Company Common Stock Shares for offering or sale in any jurisdiction, and Parent MAAC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective RepresentativesRepresentatives or, in the case of the Company, the Company Equityholders, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly following As promptly as reasonably practicable after the date of this Agreementhereof, HYAC, Dory Parent and the Company Parties Seller Representative shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company any of the Parties, as applicable), and Dory Parent shall (at the sole cost and expense of HYAC) file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent / prospectus which will be included therein as a prospectus and which will be used for the Parent Stockholders Meeting shareholders meeting of the HYAC Shareholders to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentHYAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of HYAC, Dory Parent and each Company Party the Seller Representative shall use its reasonable best efforts to to: (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesSeller Representative, the provision of financial statements of, and any other information with respect to, for the Group Companies and Holding Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Federal Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentEach of HYAC, on the one hand, Dory Parent and the Company Parties, on the other hand, Seller Representative shall promptly furnish, or cause to be furnished, furnish to the other others all information concerning such Partyparty, its Non-Party Affiliates Subsidiaries, Representatives and their respective Representatives shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.17; or for including in any other statement, filing, notice or application made by or on behalf of HYAC or Dory Parent to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents; provided, including delivering customary tax representation letters however, that none of HYAC, Dory Parent or the Seller Representative shall use any such information for any purposes other than those contemplated by this Agreement unless: (i) such party obtains the prior written consent of the others to counsel such use; or (ii) to enable counsel to deliver any tax opinions requested or the extent that use of such information is required by to, based on the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)advice of outside legal counsel, avoid violation of applicable Law. If any Party becomes of HYAC, Dory Parent or the Seller Representative become aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then then: (iA) such Party party shall promptly inform, in inform the case of any Parent Party, the Company Parties, or, in the case of the Company Parties, Parent, others thereof; (iiB) such Party party shall prepare and mutually agree upon with, in with the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent others (in either case, and their counsel) (such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iiiC) Dory Parent shall (at the sole cost and expense of HYAC) file such mutually agreed upon amendment or supplement with the SEC; and (ivD) HYAC, Dory Parent and the Parties Seller Representative shall reasonably cooperate, if appropriateappropriate and at HYAC’s expense, in mailing such amendment or supplement to the Parent Stockholdersstockholders of HYAC. Dory Parent shall as promptly as reasonably practicable advise the Company Parties Seller Representative of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of the Dory Parent Common Stock Shares for offering or sale in any jurisdiction, and each of HYAC, Dory Parent and the Company Parties Seller Representative shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Without limiting the generality of the foregoing, (i) HYAC shall not, and Table of Contents shall cause its Affiliates and its and their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity regarding the matters contemplated by this Section 6.17 without first consulting with the Seller Representative and providing the Seller Representative the opportunity to participate and (ii) Dory Parent and the Sellers shall not, and shall cause their respective Affiliates and the respective Representatives of the foregoing not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity regarding the matters contemplated by this Section 6.17 without first consulting with HYAC and providing HYAC the opportunity to participate. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective RepresentativesAffiliates, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this AgreementAgreement (which, Parent for the avoidance of doubt, shall be no earlier than the availability of the Required Company Audited Financial Statements), JAWS and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent JAWS or a Company Partiesthe Company, as applicable), and Parent JAWS shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent JAWS which will be included therein as a prospectus and which will be used for the Parent Stockholders JAWS Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentJAWS’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent JAWS and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany, the provision of financial statements of, and any other information with respect to, the Group Companies Company for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentThe Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement / Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments on the SEC prior to the filing thereof with the SEC. JAWS, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.6 or for including in any other statement, filing, notice or application made by or on behalf of Parent JAWS to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii6.1(a)(ii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent JAWS Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentJAWS, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentJAWS, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent JAWS (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent JAWS shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing JAWS Holders. Parent JAWS shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock JAWS Shares for offering or sale in any jurisdiction, and Parent JAWS and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent ARYA and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent ARYA or a Company Partiesthe Company, as applicable), and Parent ARYA shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent ARYA which will be included therein as a prospectus and which will be used for the Parent Stockholders ARYA Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentARYA’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent ARYA and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentARYA, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent ARYA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent ARYA Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentARYA, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentARYA, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent ARYA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent ARYA shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if 50 appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing ARYA Holders. Parent ARYA shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock ARYA Shares for offering or sale in any jurisdiction, and Parent ARYA and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent ARYA and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of ARYA or a Company Partiesthe Company, as applicable), and Parent ARYA shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent ARYA which will be included therein and which will be used for the Parent Stockholders ARYA Shareholders Meeting to adopt and approve the Transaction Proposals Proposals, provide its applicable shareholders with the opportunity to elect to effect the ARYA Shareholder Redemption, and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentARYA’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent ARYA and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to, mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of ARYA or the Company, as applicable) and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentARYA, on the one hand, and the Company PartiesCompany, on the other hand, shall use reasonable best efforts to promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.8 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent ARYA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering using reasonable best efforts to deliver customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent ARYA Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentARYA, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentARYA, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent ARYA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent ARYA shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing ARYA Shareholders. Parent ARYA shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock ARYA Shares for offering or sale in any jurisdiction, and Parent ARYA and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Cascadia and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of Cascadia or a Company Partiesthe Company, as applicable), and Parent Cascadia shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent Cascadia which will be included therein and which will be used for the Parent Stockholders Cascadia Shareholders Meeting to adopt and approve the Transaction Proposals Proposals, provide its applicable shareholders with the opportunity to elect to effect the Cascadia Shareholder Redemption, and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentCascadia’s Governing Documentsgoverning documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent Cascadia and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to, mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of Cascadia or the Company, as applicable) and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this AgreementTransactions. ParentCascadia, on the one hand, and the Company PartiesCompany, on the other hand, shall use reasonable best efforts to promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.9 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent Cascadia to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement Transactions or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Cascadia Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentCascadia, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentCascadia, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Cascadia (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Cascadia shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Cascadia Shareholders. Parent Cascadia shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Cascadia Shares for offering or sale in any jurisdiction, and Parent Cascadia and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it such Party or any of his, her or its Non-Party Affiliates or its or their respective such Party’s Representatives, supplied by or on his, her or its the Party’s behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent PTIC II and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent any of the Parties) and, following the delivery of the PCAOB Financials in accordance with Section 5.16, PTIC II, or a Company Partiesif applicable the Company, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent PTIC II which will be included therein as a prospectus and which will be used for the Parent Stockholders PTIC II Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentPTIC II’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent PTIC II and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Sellers’ Representative and the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); , (b) promptly notify the other others of, reasonably cooperate in good faith with each other with respect to and respond promptly to any comments or communications of the SEC or its staff; , (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; SEC and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentPTIC II, on the one hand, and the Company, the Rolling Company PartiesUnitholders and the Sellers’ Representative, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.6 or for including in any other statement, filing, notice or application made by or on behalf of Parent PTIC II to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, Documents including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii6.1(f)(ii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyPTIC II, the Company PartiesSellers’ Representative, or, in the case of the Company PartiesSellers’ Representative, ParentPTIC II, thereof; , (ii) such Party shall prepare and mutually agree upon with, in the case of ParentPTIC II, the Company PartiesSellers’ Representative, or, in the case of the Company PartiesSellers’ Representative, Parent PTIC II (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; , (iii) Parent PTIC II shall file such mutually agreed upon amendment or supplement with the SEC; SEC and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing PTIC II Holders. Parent PTIC II shall as promptly as reasonably practicable advise the Sellers’ Representative (on behalf of the Rolling Company Parties Unitholders) of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock PTIC II Class A Shares for offering or sale in any jurisdiction, and Parent PTIC II, the Sellers’ Representative and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this AgreementAgreement (and in any event not later than 10 days after the date that the Closing Company Audited Financial Statements are delivered in accordance with Section 5.16), Parent SPAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent SPAC or a Company Partiesthe Company, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement ): (it being understood that the Registration Statement / Proxy Statement shall include a) a proxy statement of Parent which will (the “Proxy Statement”) to be included therein and which will be used for filed with the Parent Stockholders Meeting SEC by SPAC relating to adopt and approve the Transaction Proposals and other matters reasonably related to be submitted to the Transaction Proposalsholders of SPAC Shares and Sponsor Shares at the SPAC Stockholders Meeting, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq and (b) a registration statement on Form F-4 to be filed with the SEC by Company pursuant to which Company Ordinary Shares and Company Warrants issuable in the Merger will be registered with the SEC and that will include the Proxy Statement (such document, the “Registration Statement / Proxy Statement”), all in accordance with and as required by SPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq). Each Subject to Section 5.7 of Parent the Company Disclosure Schedules and Section 5.7 of the SPAC Disclosure Schedules, each of SPAC and the Company Party shall use its commercially reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent the Company or SPAC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Company Party, the Company PartiesSPAC, or, in the case of SPAC, the Company Parties, ParentCompany, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersSPAC Stockholders and the Company Shareholders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties SPAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Company Ordinary Shares or Company Warrants for offering or sale in any jurisdiction, and Parent and the Company Parties and SPAC shall each use their its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. The Company and/or its designees shall pay all fees in connection with the registration of Company Securities and the filing of the Registration Statement / Proxy Statement.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent AJAX and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of AJAX or a Company Partiesthe Company, as applicable), and Parent Listco shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include (i) a prospectus of Listco for the registration with the SEC of the offering of the Listco Class A Shares and the Listco Class C Shares comprising the Aggregate Stock Consideration, and (ii) and a proxy statement of Parent which will be included therein and AJAX which will be used for the Parent Stockholders AJAX Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentAJAX’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent AJAX, Listco and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentAJAX and Listco, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent AJAX or Listco to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary the tax representation letters to counsel described in Section 5.5(a)(iii) to enable counsel to deliver the delivery of any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent AJAX Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentAJAX, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentAJAX or Listco, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent AJAX or Listco (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Listco shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing AJAX Shareholders. Parent Listco shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Listco Class A Shares for offering or sale in any jurisdiction, and Parent AJAX, Listco and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her such Party or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent SPAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent SPAC or a Company Partiesthe Company, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement ): (it being understood that the Registration Statement / Proxy Statement shall include a) a proxy statement of Parent which will (the “Proxy Statement”) to be included therein and which will be used for filed with the Parent Stockholders Meeting SEC by SPAC relating to adopt and approve the Transaction Proposals and other matters reasonably related to be submitted to the Transaction Proposalsholders of SPAC Shares and Sponsor Shares at the SPAC Stockholders Meeting, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqListing Exchange and (b) a registration statement on Form S-4 (the “Registration Statement”) to be filed with the SEC by the Company pursuant to which Company Common Stock and Company Warrants issuable in the Merger will be registered with the SEC and that will include the Proxy Statement (such document, the “Registration Statement / Proxy Statement”), all in accordance with and as required by SPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Listing Exchange. Each of Parent SPAC and each the Company Party shall use its commercially reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC and the Company agree that the Registration Statement / Proxy Statement (and any amendment or supplement thereto) shall be filed on a confidential basis until such time that the Company determines, in its sole discretion, to file the Registration Statement / Proxy Statement publicly. SPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.8 or for including in any other statement, filing, notice or application made by or on behalf of Parent the Company or SPAC to the SEC or Nasdaq the Listing Exchange in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Company Party, the Company PartiesSPAC, or, in the case of SPAC, the Company Parties, ParentCompany, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent SPAC Stockholders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties SPAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Company Common Stock or Company Warrants for offering or sale in any jurisdiction, and Parent and the Company Parties and SPAC shall each use their its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. The Company and/or its designees shall pay all fees in connection with the registration of Company Common Stock and the filing of the Registration Statement / Proxy Statement.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent SPAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of SPAC or a Company Partiesthe Company, as applicable), and Parent the Company shall file with the SEC, the Registration Statement / Statement/Proxy Statement (it being understood that the Registration Statement / Statement/Proxy Statement shall include a proxy statement of Parent SPAC which will be included therein and which will be used for the Parent SPAC Stockholders Meeting to adopt solicit the adoption and approve approval of the Transaction Proposals Proposals, provide its applicable stockholders with the opportunity to elect to effect the SPAC Stockholder Redemption, and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent SPAC and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to to, any comments or requests of the SEC or its staffstaff and, in the case of the Company, provide copies of any written correspondence with the SEC; (b) promptly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of SPAC or the Company, as applicable) any amendments or supplements to the Registration Statement/Proxy Statement in order to address comments or requests from the SEC or its staff (which amendments or supplements shall be promptly filed by the Company); (c) have the Registration Statement / Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this AgreementTransactions. ParentSPAC, on the one hand, and the Company PartiesCompany, and Merger Subs, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives and, in the case of the Company, the Company Equityholders, that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.6 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent SPAC or the Company to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should is, in the opinion of such Party, required or desirable to be disclosed in an amendment or supplement to the Registration Statement / Statement/Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartySPAC, the Company PartiesCompany, or, in the case of the Company Partiesor Merger Subs, ParentSPAC, thereof; , (ii) such Party the Company and SPAC shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), delayed in the case of either the Company or SPAC) an amendment or supplement to the Registration Statement / Statement/Proxy Statement; , (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; SEC and (iv) if requested by SPAC, the Parties shall reasonably cooperate, if appropriate, cooperate in mailing such amendment or supplement to the Parent Pre-Closing SPAC Stockholders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties of the time SPAC of effectiveness of the Registration Statement / Statement/Proxy Statement, of its becoming aware of the issuance of any stop order relating thereto or the suspension of the qualification of Parent the Company Common Stock Shares for offering or sale in any jurisdiction, and Parent SPAC, and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective RepresentativesRepresentatives or, in the case of the Company, the Company Equityholders, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Statement/Proxy Statement will, at the time the Registration Statement / Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable, and in any event, no later than thirty (30) days following the date of this Agreement, Parent THMA and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent THMA or a Company Partiesthe Company, as applicable), and Parent THMA shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent THMA which will be included therein as a prospectus, in connection with the registration under the Securities Act of the THMA Class A Shares to be issued in the Merger and which will be used as a proxy statement for the Parent THMA Stockholders Meeting to adopt be held to consider the adoption and approve approval of the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentTHMA’s Governing Documents, Documents and applicable Law, and including any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent THMA and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the Federal Securities Laws applicable rules and regulations promulgated by the SEC thereto (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentTHMA, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent THMA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii6.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent THMA Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentTHMA, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentTHMA, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent THMA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent THMA shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing THMA Holders. Parent THMA shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock THMA Class A Shares for offering or sale in any jurisdiction, and Parent THMA and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act Act, at the time of the THMA Stockholders Meeting and at the Effective Time, 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent ACT and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of ACT or a Company Partiesthe Company, as applicable), and Parent ACT shall file with the SEC, the Registration Statement / Statement/Proxy Statement (it being understood that the Registration Statement / Statement/Proxy Statement shall include a proxy statement / prospectus of Parent ACT which will be included therein and which will be used for the Parent Stockholders ACT Shareholders Meeting to adopt and approve the Transaction Proposals Proposals, provide its applicable shareholders with the opportunity to elect to effect the ACT Shareholder Redemption, and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentACT’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent ACT and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Statement/Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Statement/Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to, mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of ACT or the Company, as applicable) and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentACT, on the one hand, and the Company PartiesCompany, on the other hand, shall use reasonable best efforts to promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.8 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent ACT to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering using reasonable best efforts to deliver customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)therewith. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Statement/Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyACT, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentACT, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentACT, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent ACT (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Statement/Proxy Statement; (iii) Parent ACT shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing ACT Shareholders. Parent ACT shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Post-Closing ACT Shares for offering or sale in any jurisdiction, and Parent ACT and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, Representatives and supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Statement/Proxy Statement will, at the time the Registration Statement / Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent ARYA and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of ARYA or a Company Partiesthe Company, as applicable), and Parent HoldCo shall file with the SEC, the Registration Statement / Proxy Statement (it being understood and agreed that the Registration Statement / Proxy Statement shall include a prospectus of HoldCo and a proxy statement and notice of Parent extraordinary general meeting of ARYA which will be included therein and which will be used for the Parent Stockholders ARYA Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction ProposalsProposals and provide the applicable holders of ARYA Class A Shares with the opportunity to effect the ARYA Shareholder Redemption, all in accordance with and as required by ParentARYA’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent ARYA and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect in the case of the Company, using reasonable best efforts to the Group Companies, the provision of provide financial statements (audited and unaudited) of, and any other information with respect to, the Group Companies and pro forma financial statements for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments or requests from the SECSEC and using reasonable best efforts to cause the Group Companies’ auditors to deliver the required audit opinions and consents); (b) promptly notify notify, in the other case of the Company, XXXX or, in the case of ARYA, the Company of, reasonably cooperate with each other with respect to and respond promptly to any comments or requests of the SEC or its staff; (c) promptly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of ARYA or the Company, as applicable) any amendments or supplements to the Registration Statement / Proxy Statement in order to address comments or requests from the SEC or its staff (which amendments or supplements shall be promptly filed by the Company); (d) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (de) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentARYA, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent HoldCo, ARYA or the Company to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent ARYA Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentARYA, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentARYA, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent ARYA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent HoldCo shall as promptly as practicable file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in use reasonable best efforts to cause the mailing such amendment or supplement to the Parent StockholdersARYA Shareholders. Parent XXXX shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock ARYA Shares for offering or sale in any jurisdiction, and Parent ARYA and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent SPAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent SPAC or a Company Partiesthe Company, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement ): (it being understood that the Registration Statement / Proxy Statement shall include a) a proxy statement of Parent which will (the “Proxy Statement”) to be included therein and which will be used for filed with the Parent Stockholders Meeting SEC by SPAC relating to adopt and approve the Transaction Proposals and other matters reasonably related to be submitted to the Transaction Proposalsholders of SPAC Shares and Sponsor Group Shares at the SPAC Stockholders Meeting, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq and (b) a registration statement on Form F-4 (the “Registration Statement”) to be filed with the SEC by Company pursuant to which Company Ordinary Shares and Company Warrants issuable in the Merger will be registered with the SEC and that will include the Proxy Statement (such document, the “Registration Statement / Proxy Statement”), all in accordance with and as required by SPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq). Each of Parent SPAC and each the Company Party shall use its commercially reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent the Company or SPAC to the SEC or Nasdaq in connection with the transactions contemplated by Transactions. In the event there is any Tax opinion, comfort letter or other opinion required to be provided in connection with the Registration Statement, notwithstanding anything to the contrary, neither this provision nor any other provision in this Agreement or the Ancillary Documents, including delivering customary tax representation letters to shall require counsel to enable counsel the Company or its Tax advisors to deliver any tax opinions requested or required by provide an opinion on the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)U.S. federal income Tax consequences of the Merger. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Company Party, the Company PartiesSPAC, or, in the case of SPAC, the Company Parties, ParentCompany, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersSPAC Stockholders and the Company Shareholders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties SPAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Company Ordinary Shares or Company Warrants for offering or sale in any jurisdiction, and Parent and the Company Parties and SPAC shall each use their its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. SPAC and the Company shall share equally in the payment of all fees in connection with the registration of Company Securities and the filing of the Registration Statement / Proxy Statement.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Sandbridge and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent Sandbridge or a Company Partiesthe Company, as applicable), and Parent Sandbridge shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement prospectus of Parent Sandbridge which will be included therein as a prospectus and which will be used for the Parent Sandbridge Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentSandbridge’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent Sandbridge and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the TABLE OF CONTENTS consummation of the transactions contemplated by this Agreement. ParentPrior to the effective date of the Registration Statement / Proxy Statement, Sandbridge shall take any and all actions required under any applicable federal or state securities laws in connection with the issuance of shares of Sandbridge Common Stock, in each case to be issued or issuable to the Company Stockholders pursuant to this Agreement, and as promptly as practicable after finalization of the Registration Statement / Proxy Statement, each of the Company and Sandbridge shall mail the Registration Statement / Proxy Statement to their respective stockholders. Sandbridge, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.8 or for including in any other statement, filing, notice or application made by or on behalf of Parent Sandbridge to the SEC or Nasdaq the NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including including, delivering customary tax representation letters to counsel to enable such counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)therewith. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Sandbridge Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentSandbridge, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSandbridge, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Sandbridge (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Sandbridge shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Sandbridge Holders. Parent No filing of, or amendment or supplement to the Registration Statement / Proxy Statement will be made by Sandbridge without providing the Company a reasonable opportunity to review and comment on the Registration Statement / Proxy Statement and any amendment or supplement thereto. Sandbridge shall consider in good faith the comments of the Company in respect of such filing, amendment or supplement, and shall cooperate in good faith with the Company with respect to the incorporation of such comments. Sandbridge shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy StatementStatement or the time at which any supplement or amendment has been filed, the issuance of any stop order relating thereto or the suspension of the qualification of Parent shares of Sandbridge Common Stock for offering or sale in any jurisdiction, jurisdiction (and Parent Sandbridge and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated), or of any request by the SEC for amendment of the Registration Statement / Proxy Statement or comments thereon and responses thereto or requests from the SEC for additional information. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, Representatives supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each any time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. Sandbridge shall consult with the Company in good faith in connection with any response to comments of the SEC or its staff with respect to the Registration Statement / Proxy Statement and any amendment to the Registration Statement / Proxy Statement filed in response thereto, shall consider in good faith the comments of the Company in respect thereof and shall cooperate in good faith with the Company with respect to the incorporation of any such comments.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, Parent SPAC, the Acquisition Entities and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of SPAC or a Company Partiesthe Company, as applicable), and Parent shall PubCo shall, (i) as promptly as reasonably practicable following the delivery of the Audited Financial Statements, confidentially furnish to the SEC a draft Registration Statement / Proxy Statement and (ii) as promptly as reasonably practicable, following the delivery of the Updated Financial Statements, file with the SEC, SEC the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a prospectus of PubCo and proxy statement of Parent which will be included therein and which SPAC that will be used for the Parent SPAC Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent SPAC, the Acquisition Entities and each the Company Party shall use its commercially reasonable best efforts to (aA) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the staff of the SEC); (bB) promptly notify the other Parties of, provide, reasonably cooperate with each other with respect to and respond promptly to any comments or other communications (written or oral) of the SEC staff of the SEC, including participating in any discussion or its staffmeeting with the SEC; (cC) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (dD) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this AgreementTransactions. ParentSPAC, on the one hand, Acquisition Entities and the Company Parties, on the other hand, shall promptly furnish, or cause to be furnished, to the other Parties all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 8.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent PubCo or SPAC to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (iI) such Party shall promptly inform, in inform the case of any Parent Party, the Company Parties, or, in the case of the Company Parties, Parent, other Parties thereof; (iiII) such Party shall prepare and mutually agree upon with, in with the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent other Parties (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iiiIII) Parent PubCo shall file such mutually agreed agreed-upon amendment or supplement with the SEC; and (ivIV) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent SPAC Stockholders. Parent SPAC and PubCo shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Consideration Shares for offering or sale in any jurisdiction, and Parent SPAC, the Acquisition Entities and the Company Parties shall each use their commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act Act, at the time it is mailed to the SPAC Stockholders or at the time of the SPAC Stockholders Meeting contain any untrue statement Misrepresentation. From and after the date of a material fact or omit to state any material fact required to be stated therein or necessary to make this Agreement until the statements therein, in light earlier of the circumstances under which they are madeClosing or termination of this Agreement in accordance with its terms, not misleadingSPAC, the Acquisition Entities and the Company shall give counsel for the other Parties a reasonable opportunity to review in advance, and consider in good faith the views of the other Parties in connection with, any proposed written communication to the SEC or the NYSE relating to the Transactions.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, Parent SPAC, the Acquisition Entities and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of SPAC or a Company Partiesthe Company, as applicable), and Parent shall PubCo shall, (i) as promptly as reasonably practicable following the delivery of the Audited Financial Statements, file with the SECSEC a Registration Statement / Proxy Statement and (ii) as promptly as reasonably practicable, following the delivery of the Updated Financial Statements, file with the SEC the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a prospectus of PubCo and proxy statement of Parent which will be included therein and which SPAC that will be used for the Parent SPAC Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNASDAQ). Each of Parent SPAC, the Acquisition Entities and each the Company Party shall use its commercially reasonable best efforts to (aA) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the staff of the SEC); (bB) promptly notify the other Parties of, provide, reasonably cooperate with each other with respect to and respond promptly to any comments or other communications (written or oral) of the SEC staff of the SEC, including participating in any discussion or its staffmeeting with the SEC; (cC) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (dD) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this AgreementTransactions. ParentSPAC, on the one hand, Acquisition Entities and the Company Parties, on the other hand, shall promptly furnish, or cause to be furnished, to the other Parties all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 8.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent PubCo or SPAC to the SEC or Nasdaq NASDAQ in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (iI) such Party shall promptly inform, in inform the case of any Parent Party, the Company Parties, or, in the case of the Company Parties, Parent, other Parties thereof; (iiII) such Party shall prepare and mutually agree upon with, in with the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent other Parties (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iiiIII) Parent PubCo shall file such mutually agreed agreed-upon amendment or supplement with the SEC; and (ivIV) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent SPAC Stockholders. Parent SPAC and PubCo shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Consideration Shares for offering or sale in any jurisdiction, and Parent SPAC, the Acquisition Entities and the Company Parties shall each use their commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act Act, at the time it is mailed to the SPAC Stockholders or at the time of the SPAC Stockholders Meeting contain any untrue statement Misrepresentation. From and after the date of a material fact or omit to state any material fact required to be stated therein or necessary to make this Agreement until the statements therein, in light earlier of the circumstances under which they are madeClosing or termination of this Agreement in accordance with its terms, not misleadingSPAC, the Acquisition Entities and the Company shall give counsel for the other Parties a reasonable opportunity to review in advance, and consider in good faith the views of the other Parties in connection with, any proposed written communication to the SEC or NASDAQ relating to the Transactions.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this AgreementAgreement (which, Parent for the avoidance of doubt, shall be no earlier than the availability of the Required Company Audited Financial Statements), JAWS and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent JAWS or a Company Partiesthe Company, as applicable), and Parent JAWS shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent JAWS which will be included therein as a prospectus and which will be used for the Parent Stockholders JAWS Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentJAWS’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). The Registration Statement / Proxy Statement shall be in form and substance reasonably acceptable to Xxxx America. Each of Parent JAWS and each Company Party the Seller shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentJAWS, on the one hand, and the Company PartiesSeller, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.6 or for including in any other statement, filing, notice or application made by or on behalf of Parent JAWS to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii6.1(e)(ii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyJAWS, the Company PartiesSeller, or, in the case of the Company PartiesSeller, ParentJAWS, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentJAWS, the Company PartiesSeller, or, in the case of the Company PartiesSeller, Parent JAWS (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent JAWS shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing JAWS Holders. Parent JAWS shall as promptly as reasonably practicable advise the Company Parties Seller of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock JAWS Shares for offering or sale in any jurisdiction, and Parent JAWS and the Company Parties Seller shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this AgreementAgreement (which, Parent for the avoidance of doubt, shall be no earlier than the availability of the Required Company Audited Financial Statements), SilverBox, Pubco and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent SilverBox or a Company Partiesthe Company, as applicable), and Parent SilverBox and Pubco shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include (x) a proxy statement of Parent which will be included therein and SilverBox which will be used for the Parent Stockholders SilverBox Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentSilverBox’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq or NYSE, as applicable, and (y) a prospectus of Pubco that will be used to register the NasdaqPubco Common Stock and Pubco Warrants to be issued in connection with the transactions contemplated by this Agreement). The Registration Statement / Proxy Statement shall be in form and substance reasonably acceptable to the Company. Each of Parent SilverBox, Pubco and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSilverBox and Pubco, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.6 or for including in any other statement, filing, notice or application made by or on behalf of Parent SilverBox or Pubco (as applicable) to the SEC or Nasdaq or NYSE, as applicable, in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartySilverBox and Pubco, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent, SilverBox and Pubco thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSilverBox and Pubco, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SilverBox and Pubco (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), ) an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent SilverBox and Pubco shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing SilverBox Holders. Parent SilverBox and Pubco shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Pubco Common Stock and Pubco Warrants for offering or sale in any jurisdiction, and Parent SilverBox, Pubco and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent CHFW and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent CHFW or a Company Parties, as applicable)the Company) the Registration Statement / Proxy Statement, and Parent CHFW shall file with the SEC, SEC the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent CHFW which will be included therein as a prospectus and which will be used for the Parent Stockholders CHFW Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentCHFW’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC SEC, NYSE American and the Nasdaq). Each of Parent and each Company Party CHFW shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to Company of the receipt of any comments of the SEC or its staffstaff (with the Parties reasonably cooperating with each other with respect to a prompt response to any such comments); (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentCHFW, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent CHFW to the SEC SEC, NYSE American or Nasdaq in connection with the transactions contemplated by this Agreement or Transactions and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent CHFW Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent, CHFW thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentCHFW, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent CHFW (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent CHFW shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing CHFW Holders. Parent CHFW shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock CHFW Shares for offering or sale in any jurisdiction, and Parent CHFW and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by such Party or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this AgreementAgreement (which, Parent for the avoidance of doubt, shall be no earlier than the availability of the information set forth in the clauses (a) and (b) in the definition of “Required Company Financial Statements” and in no event later than 15 days following the date of such availability), each of BHAC, NewCo and the Company Parties shall use its reasonable best efforts to prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent BHAC or a Company Partiesthe Company, as applicable), and Parent BHAC and NewCo shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include (x) a proxy statement of Parent which will be included therein and BHAC which will be used for the Parent Stockholders BHAC Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentBHAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqApplicable Exchange and (y) a prospectus of NewCo that will be used to register certain of the NewCo Class A Shares and NewCo Warrants to be issued in connection with the transactions contemplated by this Agreement). The Registration Statement / Proxy Statement shall be in form and substance reasonably acceptable to the Company. Each of Parent BHAC, NewCo and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies (including, for the avoidance of doubt, New Rise) for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentBHAC and NewCo, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.6 or for including in any other statement, filing, notice or application made by or on behalf of Parent BHAC or NewCo (as applicable) to the SEC or Nasdaq the Applicable Exchange in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyBHAC and NewCo, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent, BHAC and NewCo thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentBHAC and NewCo, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent BHAC and NewCo (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), ) an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent BHAC and NewCo shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing BHAC Holders. Parent BHAC and NewCo shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock NewCo Class A Shares and NewCo Warrants for offering or sale in any jurisdiction, and Parent BHAC, NewCo and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent (a) NewPubco, SPAC and the Company Parties Company, shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will (which, depending on the Section 350 Proceeding, may be included therein and which will a joint proxy statement) (the “Proxy Statement”) to be used for filed with the Parent Stockholders Meeting SEC by SPAC relating to adopt and approve (i) the Transaction Proposals and other matters reasonably related to be submitted to the Transaction Proposalsholders of SPAC Shares at the SPAC Shareholders Meeting and providing the Public Shareholders an opportunity to have their SPAC Shares redeemed, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq, and (ii) the Transaction Proposals to be submitted to the holders of Company Ordinary Shares at the Company Equityholders Meetings, all in accordance with and as required by Company’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC, ISA and TASE, and (b) NewPubco, SPAC and the Company shall prepare, and NewPubco shall file with the SEC a registration statement on Form F-4 or such other applicable form as the Company and SPAC may agree (as amended or supplemented from time to time, the “Registration Statement”) pursuant to which the NewPubco Ordinary Shares and NewPubco Warrants issuable in the Merger will be registered with the SEC and that will include the Proxy Statement (such document, the “Registration Statement / Proxy Statement”), all in accordance with and as required by NewPubco and SPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq), and the Company’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC, ISA and TASE. Each of Parent NewPubco, SPAC and each the Company Party shall use its commercially reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments or requests from the SEC); (b) promptly notify the other party of, reasonably cooperate with each other with respect to and respond promptly to any comments or requests of the SEC or its staff; (c) promptly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of NewPubco, SPAC or the Company, as applicable) any amendments or supplements to the Registration Statement / Proxy Statement in order to address comments or requests from the SEC or its staff (which amendments or supplements shall be promptly filed by the Parties); (d) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (de) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentEach of SPAC, on the one hand, NewPubco and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent the NewPubco, Company or SPAC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Party, the Company Parties, or, in the case of the Company Parties, Parent, inform each other Party thereof; (ii) such Party shall prepare and mutually agree upon with, in with the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent other Parties (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent NewPubco shall as promptly as and as reasonably practicable file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersSPAC Shareholders and the Company Shareholders. Parent NewPubco shall as promptly as reasonably practicable advise SPAC and the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, Statement or the issuance of any stop order relating thereto or thereto, SPAC shall as promptly as reasonably practical advise NewPubco and the Company of the suspension of the qualification of Parent Common Stock the SPAC Shares for offering or sale in any jurisdiction, and Parent and NewPubco, the Company Parties and SPAC shall each use their its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. SPAC shall bear all fees and expenses in connection with the registration of NewPubco Ordinary Shares and NewPubco Warrants and the filing of the Registration Statement / Proxy Statement.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as practicable following the date of this Agreement, Parent (a) SPAC and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent SPAC shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement mutually acceptable materials which shall include the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the Pre-Closing SPAC Stockholders soliciting proxies from such stockholders to obtain the SPAC Stockholders Approval at the SPAC Stockholders Meeting, and (b) SPAC shall prepare and file with the SEC a proxy registration statement of Parent on Form S-4 or such other applicable form, in which the Proxy Statement/Prospectus will be included therein and which will be used for as a prospectus, in connection with the Parent Stockholders Meeting to adopt and approve registration under the Transaction Proposals and other matters reasonably related Securities Act of, to the Transaction Proposals, all in accordance with and as required extent permitted by Parent’s Governing Documents, applicable Law, and any applicable the rules and regulations promulgated by the SEC, the Class A Common Stock issuable in connection with the Merger (together with the Proxy Statement/Prospectus, the “Registration Statement/Proxy Statement”). Any lodgement or filing fees in connection with the filing of the Registration Statement/Proxy Statement with the SEC and the Nasdaq)shall be borne by SPAC. Each of Parent SPAC and each the Company Party shall use its reasonable best efforts to (ai) cause the Registration Statement / Statement/Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany and its Subsidiaries, by the provision of audited financial statements (in accordance with PCAOB standards) of, and any other information with respect to, the Group Companies Company and its Subsidiaries for all periods, and in the form, required to be included in the Registration Statement / Statement/Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); ) and using reasonable best efforts to cause the Company’s auditors to deliver the required audit opinions and consents, and (bii) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; and SPAC shall use its reasonable best efforts to (cA) have the Registration Statement / Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; , and (dB) keep the Registration Statement / Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information or representations concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent SPAC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by including, for the SEC to be submitted avoidance of doubt, the Company providing for the Registration Statement/Proxy Statement its audited consolidated balance sheets as of December 31, 2021 and December 31, 2020 and its related consolidated statements of income (loss), changes in connection therewith shareholders’ equity and cash flows for the fiscal years then ended, audited in accordance with applicable PCAOB auditing standards (the “Additional Company Financial Statements”), its unaudited consolidated balance sheet as described in Section 5.5(a)(iii)of June 30, 2022 and the related unaudited consolidated statement of operations and comprehensive loss for the fiscal year-to-date period then ended, and necessary pro forma financial statements. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Statement/Proxy Statement, then (i1) such Party shall promptly inform, in the case of any Parent SPAC Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentSPAC thereof, thereof; (ii2) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Statement/Proxy Statement; , (iii3) Parent SPAC shall promptly file such mutually agreed upon amendment or supplement with the SEC; , and (iv4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Parent Pre-Closing SPAC Stockholders. Parent The Proxy Statement/Prospectus shall include materials for the adoption and approval by the Pre-Closing SPAC Stockholders of (i) the New ESPP, and (ii) the New Equity Incentive Plan. SPAC shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Class A Common Stock for offering or sale in any jurisdiction, and Parent SPAC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Statement/Proxy Statement will, at the time the Registration Statement / Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Pathfinder and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent Pathfinder or a Company Partiesthe Company, as applicable), and Parent the Company shall file with the SEC, the Registration Statement / Proxy Statement (it being understood and agreed that the Registration Statement / Proxy Statement shall include a proxy statement of Parent Pathfinder which will be included therein and which will be used for the Parent Stockholders Pathfinder Shareholders Meeting to adopt solicit the adoption and approve approval of the Transaction Proposals Proposals, provide its applicable shareholders with the opportunity to elect to effect the Pathfinder Shareholder Redemption, and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentPathfinder’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Designated Exchange and Nasdaq). Each of Parent Pathfinder and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect in the case of the Company, using reasonable best efforts to provide the Group Companies, the provision of financial statements (audited and unaudited) of, and any other information with respect to, the Group Companies and pro forma financial statements for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments or requests from the SECSEC and to cause the Group Companies’ independent auditor to deliver the required audit opinions and consents); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments or requests of the SEC or its staff; (c) promptly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of Pathfinder or the Company, as applicable) any amendments or supplements to the Registration Statement / Proxy Statement in order to address comments or requests from the SEC or its staff (which amendments or supplements shall be promptly filed by the Company), (d) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (de) keep the Registration Statement / Proxy Statement effective through the Closing and as long as is necessary in order to permit the consummation of the transactions contemplated by this Agreement. ParentPathfinder, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 4.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent Pathfinder or the Company to the SEC or Nasdaq the Designated Exchange in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii4.5(a)(iii); provided, however, that neither Party shall use any such information for any purposes other than those contemplated by this Agreement or any Ancillary Document unless such Party obtains the prior written consent of the other Party. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyPathfinder, the Company PartiesCompany, or, in the case of the Company Partiesor Stronghold Merger Sub, ParentPathfinder, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentPathfinder, the Company PartiesCompany, or, in the case of the Company Partiesor Stronghold Merger Sub, Parent Pathfinder (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) if requested by Pathfinder, the Parties shall reasonably cooperate, if appropriate, in use reasonable best efforts to cause the mailing of such amendment or supplement to the Parent StockholdersPre-Closing Pathfinder Holders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties Pathfinder of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent the Company Post-Closing Common Stock Shares for offering or sale in any jurisdiction, and Parent Pathfinder and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as practicable following the date of this Agreement, Parent (a) DYNS and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent DYNS shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement mutually acceptable materials which shall include the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the Pre-Closing DYNS Stockholders soliciting proxies from such stockholders to obtain the DYNS Stockholders Approval at the DYNS Stockholders Meeting, and (b) DYNS shall prepare and file with the SEC a proxy registration statement of Parent on Form S-4 or such other applicable form, in which the Proxy Statement/Prospectus will be included therein and which will be used for as a prospectus, in connection with the Parent Stockholders Meeting to adopt and approve registration under the Transaction Proposals and other matters reasonably related Securities Act of, to the Transaction Proposals, all in accordance with and as required extent permitted by Parent’s Governing Documents, applicable Law, and any applicable the rules and regulations promulgated by the SEC, the Class A Common Stock issuable in connection with the Merger (together with the Proxy Statement/Prospectus, the “Registration Statement/Proxy Statement”). Any lodgement or filing fees in connection with the filing of the Registration Statement/Proxy Statement with the SEC shall be borne 50% by the Company and the Nasdaq)50% by DYNS. Each of Parent DYNS and each the Company Party shall use its reasonable best efforts to (ai) cause the Registration Statement / Statement/Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany and its Subsidiaries, by the provision of audited financial statements (in accordance with PCAOB standards) of, and any other information with respect to, the Group Companies Company and its Subsidiaries for all periods, and in the form, required to be included in the Registration Statement / Statement/Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); ) and using reasonable best efforts to cause the Company’s auditors to deliver the required audit opinions and consents, and (bii) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; and DYNS shall use its reasonable best efforts to (cA) have the Registration Statement / Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; , and (dB) keep the Registration Statement / Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentDYNS, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent DYNS to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by including, for the SEC to be submitted avoidance of doubt, the Company providing for the Registration Statement/Proxy Statement its audited consolidated balance sheets as of December 31, 2021 and December 31, 2020 and its related consolidated statements of income (loss), changes in connection therewith as described shareholders’ equity and cash flows for the fiscal years then ended, audited in Section 5.5(a)(iiiaccordance with applicable PCAOB auditing standards (the “Additional Company Financial Statements”), and necessary pro forma financial statements. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Statement/Proxy Statement, then (i1) such Party shall promptly inform, in the case of any Parent DYNS Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentDYNS thereof, thereof; (ii2) such Party shall prepare and mutually agree upon with, in the case of ParentDYNS, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent DYNS (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Statement/Proxy Statement; , (iii3) Parent DYNS shall promptly file such mutually agreed upon amendment or supplement with the SEC; , and (iv4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Parent Pre-Closing DYNS Stockholders. Parent The Proxy Statement/Prospectus shall include materials for the adoption and approval by the Pre-Closing DYNS Stockholders of (i) the New ESPP, and (ii) a new equity incentive plan (the “New Equity Incentive Plan”), which will initially reserve a number of shares of Class A Common Stock equal to the percentage of the aggregate number of shares of Class A Common Stock issued and outstanding immediately after the Closing (and, for the avoidance of doubt, without accounting for any shares of Class A Common Stock subject to Rollover Options) set forth on Section 5.7 of the Company Disclosure Schedules. The New Equity Incentive Plan will provide for awards of incentive stock options, non-statutory stock options and other stock-based awards (including restricted stock units) as determined by the administrator of the New Equity Incentive Plan in its sole discretion. The Company shall provide a proposed form of the New Equity Incentive Plan within 30 days after the date of this Agreement. DYNS shall have a right to review and approve the New Equity Incentive Plan in advance, such approval not to be unreasonably withheld, conditioned or delayed, and the Parties shall otherwise cooperate to include such terms and conditions as are customary and appropriate for the New Equity Incentive Plan, including a ten (10) year “evergreen” increase provision, pursuant to which the number of shares of Class A Common Stock available for issuance under the New Equity Incentive Plan shall be increased on the first day of each calendar year following the date on which the New Equity Incentive Plan is adopted in an amount equal to the lesser of (x) a percentage of the aggregate number of shares of Class A Common Stock issued and outstanding (and, for the avoidance of doubt, without accounting for any shares of Class A Common Stock then subject to unexercised Rollover Options or outstanding, unexercised options issued pursuant to the New Equity Incentive Plan) as of the last day of the immediately preceding calendar year, and (y) such number of shares of Class A Common Stock as determined by the “Committee” (as defined and designated under the terms of the New Equity Incentive Plan), and with such other parameters as set forth on Section 5.7 of the Company Disclosure Schedules. DYNS shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Class A Common Stock for offering or sale in any jurisdiction, and Parent DYNS and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Statement/Proxy Statement will, at the time the Registration Statement / Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as practicable following the date of this Agreement, Parent (a) SPAC and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent SPAC shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement mutually acceptable materials which shall include the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the Pre-Closing SPAC Stockholders soliciting proxies from such stockholders to obtain the SPAC Stockholders Approval at the SPAC Stockholders Meeting, and (b) SPAC shall prepare and file with the SEC a proxy registration statement of Parent on Form S-4 or such other applicable form, in which the Proxy Statement/Prospectus will be included therein and which will be used for as a prospectus, in connection with the Parent Stockholders Meeting to adopt and approve registration under the Transaction Proposals and other matters reasonably related Securities Act of, to the Transaction Proposals, all in accordance with and as required extent permitted by Parent’s Governing Documents, applicable Law, and any applicable the rules and regulations promulgated by the SEC, the Class A Common Stock issuable in connection with the Merger (together with the Proxy Statement/Prospectus, the “Registration Statement/Proxy Statement”). Any lodgement or filing fees in connection with the filing of the Registration Statement/Proxy Statement with the SEC and the Nasdaq)shall be borne by SPAC. Each of Parent SPAC and each the Company Party shall use its reasonable best efforts to (ai) cause the Registration Statement / Statement/Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany, by the provision of audited financial statements (in accordance with PCAOB standards) of, and any other information with respect to, the Group Companies Company for all periods, and in the form, required to be included in the Registration Statement / Statement/Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); ) and using reasonable best efforts to cause the Company’s auditors to deliver the required audit opinions and consents, and (bii) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; and SPAC shall use its reasonable best efforts to (cA) have the Registration Statement / Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; , and (dB) keep the Registration Statement / Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information or representations concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent SPAC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by including, for the SEC to be submitted avoidance of doubt, the Company providing for the Registration Statement/Proxy Statement its audited consolidated balance sheets as of December 31, 2022, and December 31, 2021, and its related consolidated statements of income (loss), changes in connection therewith shareholders’ equity and cash flows for the fiscal years then ended, audited in accordance with applicable PCAOB auditing standards (the “Additional Company Financial Statements”), its unaudited consolidated balance sheet as described in Section 5.5(a)(iii)of March 31, 2023, and the related unaudited consolidated statement of operations and comprehensive loss for the fiscal year-to-date period then ended, and necessary pro forma financial statements. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Statement/Proxy Statement, then (i1) such Party shall promptly inform, in the case of any Parent SPAC Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentSPAC thereof, thereof; (ii2) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Statement/Proxy Statement; , (iii3) Parent SPAC shall promptly file such mutually agreed agreed-upon amendment or supplement with the SEC; , and (iv4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Parent Pre-Closing SPAC Stockholders. Parent The Proxy Statement/Prospectus shall include materials for the adoption and approval by the Pre-Closing SPAC Stockholders of (i) the New ESPP, and (ii) the New Equity Incentive Plan. SPAC shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Class A Common Stock for offering or sale in any jurisdiction, and Parent SPAC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or nor any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Statement/Proxy Statement will, at the time the Registration Statement / Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Dragoneer and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent Dragoneer or a Company Partiesthe Company, as applicable), and Parent Dragoneer shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent Dragoneer which will be included therein as a prospectus and which will be used for the Parent Stockholders Dragoneer Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentDragoneer’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). The Registration Statement / Proxy Statement will include (i) the consolidated balance sheets of the Group Companies as of December 31, 2018, December 31, 2019, December 31, 2020 and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for each of the periods then ended, in each case audited in accordance with the standards of the PCAOB, and (ii) the unaudited consolidated balance sheet of the Group Companies as of the calendar quarters required under the SEC rules as of the date of filing and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the period then ended (clauses (i) and (ii), collectively, the “PCAOB Financial Statements”), which will be delivered by the Company as soon as practicable after execution of this Agreement and prior to the filing of the Registration Statement / Proxy Statement in accordance with Section 5.17, and such other disclosures as Dragoneer reasonably determines are necessary in connection with seeking the Dragoneer Shareholder Approval. Each of Parent Dragoneer and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements (audited and unaudited) of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SECSEC and to cause the Group Companies’ independent auditor to deliver the required audit opinions and consents); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentDragoneer, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Dragoneer to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Dragoneer Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentDragoneer, thereof; (ii) such Party Dragoneer shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Dragoneer shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Dragoneer Holders. Parent Dragoneer shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Dragoneer Shares for offering or sale in any jurisdiction, and Parent Dragoneer and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent and the Company Parties Armada shall prepare (with the Company’s reasonable assistance and mutually agree upon (such agreement not co-operation, including with respect to be unreasonably withheld, conditioned or delayed by either Parent or a the Company’s delivery of the Closing Company Parties, as applicableAudited Financial Statements in accordance with this Agreement), and Parent Cayman NewCo shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include (i) a prospectus of Cayman NewCo for the registration with the SEC of the offering of the Cayman NewCo Shares comprising the Aggregate Stock Consideration plus any Acquisition Shares issued after the Company Reorganization Date and Armada’s Public Shares and Public Warrants, and (ii) and a proxy statement of Parent which will be included therein and Armada which will be used for the Parent Stockholders Armada Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentArmada’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and NASDAQ). For the Nasdaq)avoidance of doubt, Armada and Cayman NewCo shall have no obligations to file with the SEC the Registration Statement/Proxy Statement or any amendment thereto, unless and until the Company shall have delivered the Closing Company Audited Financial Statements and, if and as applicable the Other Closing Company Financial Statements in each case, in accordance with this Agreement. Each of Parent Armada, Cayman NewCo and each the Company Party shall use its respective reasonable best efforts (in each case to the extent within its control) to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements (including the Closing Company Audited Financial Statements) of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentArmada and Cayman NewCo, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent Armada or Cayman NewCo to the SEC or Nasdaq NASDAQ in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary the tax representation letters to counsel as provided by Section 5.5(c) to enable counsel to deliver the delivery of any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii5.5(c). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Listed Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentArmada, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentArmada or Cayman NewCo, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Armada or Cayman NewCo (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Cayman NewCo shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Armada Shareholders. Parent Cayman NewCo shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Cayman NewCo Shares for offering or sale in any jurisdiction, and Parent Armada, Cayman NewCo and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her such Party or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act Act, and when the Registration Statement / Proxy Statement is mailed to the Pre-Closing Armada Shareholders and at the time of the Armada Shareholders Meeting 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, Parent SPAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of SPAC or a Company Partiesthe Company, as applicable), and Parent shall NewCo shall, as promptly as reasonably practicable following the delivery of the PCAOB Financials, file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a prospectus of NewCo and proxy statement of Parent which will be included therein and SPAC which will be used for the Parent SPAC Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentSPAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent SPAC and each the Company Party shall use its commercially reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the staff of the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staffstaff of the SEC; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this AgreementTransactions. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 7.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent NewCo or SPAC to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent SPAC Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentSPAC, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent NewCo shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent SPAC Stockholders. Parent SPAC shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Consideration Shares for offering or sale in any jurisdiction, and Parent SPAC and the Company Parties shall each use their commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act Act, at the time it is mailed to the SPAC Stockholders or at the time of the SPAC Stockholders Meeting contain any untrue statement Misrepresentation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, the SPAC Parties, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of any SPAC Party) or SPAC (in the case of the Company), a material fact reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to the SEC or omit the NYSE relating to state the Transactions. Each of the Parties agrees not to participate in any material fact required to be stated therein substantive meeting or necessary to make discussion, either in person or by telephone with the statements thereinSEC or the NYSE in connection with the Transactions unless it consults with, in light the case of any SPAC Party, the Company, or, in the case of the circumstances under which they are madeCompany, SPAC in advance and, to the extent not misleadingprohibited by the SEC or the NYSE, gives, in the case of any SPAC Party, the Company, or, in the case of the Company, SPAC, the opportunity to attend and participate in such meeting or discussion.

Preparation of Registration Statement / Proxy Statement. Promptly following (a) As promptly as reasonably practicable after the date hereof, STPC shall, with the assistance of this Agreement, Parent and the Company Parties shall pursuant to this Section 5.9, prepare and mutually agree upon and, following delivery of the PCAOB Financials to STPC pursuant to Section 5.16(a) (but in no event later than five days following such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicabledelivery), and Parent shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and / prospectus which will be used for the Parent Stockholders purpose of soliciting proxies from the stockholders of STPC at the STPC Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentSTPC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent and each Company Party NYSE) in which STPC shall use its reasonable best efforts to (a) cause provide the stockholders of STPC with the opportunity to redeem the STPC Class A Shares pursuant to a STPC Shareholder Redemption, (b) solicit proxies from the stockholders of STPC to vote at the STPC Shareholders Meeting in favor of the Transaction Proposals, (c) register under the Securities Act the STPC Common Shares to be issued in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (d) file with the SEC financial and other information about the transactions contemplated by this Agreement and the Ancillary Documents, each in accordance with and as required by STPC’s Governing Documents, applicable Law and any applicable rules and regulations of the SEC and NYSE. The Registration Statement / Proxy Statement will include a recommendation of the board of directors of STPC to comply in all material respects with adopt the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Transaction Proposals. The Registration Statement / Proxy Statement under will comply as to form and substance with the applicable requirements of the Securities Laws Act and the Exchange Act and the rules and regulations thereunder. The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing each of the preliminary and final Registration Statement / Proxy Statement and any amendment or supplement thereto prior to its filing with the SEC (after giving effect to which comments reasonable and good faith consideration shall be given by STPC). STPC shall not file any waivers received) or such documents with the SEC (including in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other SEC with respect to and respond promptly to any comments thereto) without the prior written consent (email being sufficient) of the SEC Company (such consent not to be unreasonably withheld, conditioned or delayed). STPC shall use its staff; reasonable best efforts to: (ci) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (dii) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Parent; and, on (iii) with the one hand, and the Company Parties, on assistance of the other handParties hereto, shall promptly furnishrespond to any comments, requests to amend or cause to be furnished, to the other all requests for additional information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement respect to the Registration Statement / Proxy Statement, then (i) such Party Statement by the SEC. STPC shall promptly inform, in file the case of any Parent Party, the Company Parties, or, in the case of the Company Parties, Parent, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the definitive Registration Statement / Proxy Statement; (iii) Parent shall file such mutually agreed upon amendment or supplement Statement with the SEC; SEC and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. Parent shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock for offering or sale in any jurisdiction, and Parent and the Company Parties shall each use their commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in cause the Registration Statement / Proxy Statement willto be mailed to its stockholders of record, at as of the time record date to be established by the board of directors of STPC, as promptly as practicable following the earlier to occur of: (Y) in the event the preliminary Registration Statement / Proxy Statement is initially filed with not reviewed by the SEC, at each time at which it is amended, or at the time it becomes effective expiration of the waiting period in Rule 14a-6(a) under the Securities Act contain any untrue statement Exchange Act; or (Z) in the event the preliminary Registration Statement / Proxy Statement is reviewed by the SEC, receipt of a material fact oral or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light written notification of the circumstances under which they are madecompletion of the review by the SEC (such earlier date, not misleadingthe “Proxy Clearance Date”).

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as practicable following the date of this Agreement, Parent (a) SPAC and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent SPAC shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement mutually acceptable materials which shall include the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the Pre-Closing SPAC Stockholders soliciting proxies from such stockholders to obtain the SPAC Stockholders Approval at the SPAC Stockholders Meeting, and (b) SPAC shall prepare and file with the SEC a proxy registration statement of Parent on Form S-4 or such other applicable form, in which the Proxy Statement/Prospectus will be included therein and which will be used for as a prospectus, in connection with the Parent Stockholders Meeting to adopt and approve registration under the Transaction Proposals and other matters reasonably related Securities Act of, to the Transaction Proposals, all in accordance with and as required extent permitted by Parent’s Governing Documents, applicable Law, and any applicable the rules and regulations promulgated by the SEC, the Series A Common Stock issuable in connection with the Merger (together with the Proxy Statement/Prospectus, the “Registration Statement/Proxy Statement”). Any lodgement or filing fees in connection with the filing of the Registration Statement/Proxy Statement with the SEC and the Nasdaq)shall be borne by SPAC. Each of Parent SPAC and each the Company Party shall use its reasonable best efforts to (ai) cause the Registration Statement / Statement/Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany and its Subsidiaries, by the provision of audited financial statements (in accordance with PCAOB standards) of, and any other information with respect to, the Group Companies Company and its Subsidiaries for all periods, and in the form, required to be included in the Registration Statement / Statement/Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); ) and using reasonable best efforts to cause the Company’s auditors to deliver the required audit opinions and consents, and (bii) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; and SPAC shall use its reasonable best efforts to (cA) have the Registration Statement / Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; , and (dB) keep the Registration Statement / Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSPAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information or representations concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent SPAC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by including, for the SEC to be submitted avoidance of doubt, the Company providing for the Registration Statement/Proxy Statement its audited consolidated balance sheets as of December 31, 2022 and December 31, 2021 and its related consolidated statements of income (loss), changes in connection therewith shareholders’ equity and cash flows for the fiscal years then ended, audited in accordance with applicable PCAOB auditing standards (the “Additional Company Financial Statements”), its unaudited consolidated balance sheet as described in Section 5.5(a)(iii)of September 30, 2023 and the related unaudited consolidated statement of operations and comprehensive loss for the quarterly periods then ended, and necessary pro forma financial statements. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Statement/Proxy Statement, then (i1) such Party shall promptly inform, in the case of any Parent SPAC Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentSPAC thereof, thereof; (ii2) such Party shall prepare and mutually agree upon with, in the case of ParentSPAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Statement/Proxy Statement; , (iii3) Parent SPAC shall promptly file such mutually agreed upon amendment or supplement with the SEC; , and (iv4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Parent Pre-Closing SPAC Stockholders. Parent The Proxy Statement/Prospectus shall include materials for the adoption and approval by the Pre-Closing SPAC Stockholders of a new equity incentive plan (the “New Equity Incentive Plan”), which will initially reserve a number of shares of Series A Common Stock equal to 10.0% of the aggregate number of shares of Series A Common Stock issued and outstanding immediately after the Closing (and, for the avoidance of doubt, without accounting for any shares of Series A Common Stock subject to Rollover Options). The Company shall provide a proposed form of the New Equity Incentive Plan within 30 days after the date of this Agreement. SPAC shall have a right to review and approve the New Equity Incentive Plan in advance, such approval not to be unreasonably withheld, conditioned or delayed, and the Parties shall otherwise cooperate to include such terms and conditions as are customary and appropriate for the New Equity Incentive Plan. SPAC shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Series A Common Stock for offering or sale in any jurisdiction, and Parent SPAC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Statement/Proxy Statement will, at the time the Registration Statement / Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent DHHC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent DHHC or a Company Partiesthe Company, as applicable), and Parent DHHC shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent DHHC which will be included therein as a prospectus, in connection with the registration under the Securities Act of the DHHC Class A Shares to be issued in the Merger and which will be used as a proxy statement for the Parent DHHC Stockholders Meeting to adopt be held to consider the adoption and approve approval of the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentDHHC’s Governing Documents, Documents and applicable Law, and including any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent DHHC and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the Federal Securities Laws applicable rules and regulations promulgated by the SEC thereto (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentDHHC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.6(c) or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent DHHC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent DHHC Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentDHHC, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentDHHC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent DHHC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent DHHC shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing DHHC Holders. Parent DHHC shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock DHHC Class A Shares for offering or sale in any jurisdiction, and Parent DHHC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act Act, at the time of the DHHC Stockholders Meeting and at the Effective Time, 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreementhereof, Parent BOA and the Company Parties shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of BOA or a Company Partiesthe Company, as applicable), and Parent the Company shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement statement/prospectus of Parent BOA which will be included therein and which will be used for the Parent BOA Stockholders Meeting to adopt and approve the Transaction Proposals BOA Stockholder Approval Matters and other matters or proposals reasonably related to the Transaction ProposalsBOA Stockholder Approval Matters, all in accordance with and as required by ParentBOA’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent the Company and each Company Party BOA shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentBOA, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent BOA to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyBOA, the Company PartiesCompany, or, in the case of the Company Partiesor Merger Sub, ParentBOA, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentBOA, the Company PartiesCompany, or, in the case of the Company Partiesor Merger Sub, Parent BOA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent BOA Stockholders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties BOA of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock the Company Ordinary Shares for offering or sale in any jurisdiction, and Parent and the Company Parties and BOA shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Pubco, TortoiseCorp III and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent TortoiseCorp III or a Company Partiesthe Company, as applicable), and Parent Pubco shall file with the SEC, the Registration Statement / Statement/Proxy Statement (it being understood that the Registration Statement / Statement/Proxy Statement shall include a proxy statement / prospectus of Parent TortoiseCorp III which will be included therein as a prospectus and which will be used for the Parent Stockholders TortoiseCorp III Shareholders Meeting to adopt and approve (as applicable) the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentTortoiseCorp III’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent Pubco, TortoiseCorp III and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Statement/Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements (audited and unaudited) of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Statement/Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SECSEC and to cause the Group Companies’ independent auditor to deliver the required audit opinions and consents); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentTortoiseCorp III, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Pubco to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)therewith. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Statement/Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent TortoiseCorp III Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentTortoiseCorp III, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentTortoiseCorp III, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent TortoiseCorp III (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Statement/Proxy Statement; (iii) Parent Pubco shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing TortoiseCorp III Holders. Parent Pubco shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Pubco Shares for offering or sale in any jurisdiction, and Parent each of Pubco, TortoiseCorp III and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Statement/Proxy Statement will, at the time the Registration Statement / Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly following As promptly as practicable after the date hereof, PTAC shall, with the assistance of this Agreement, Parent and the Company Parties shall pursuant to this Section 5.9, prepare and mutually agree upon and, following delivery of the PCAOB Financials to PTAC pursuant to Section 5.17(a) (but in no event later than forty-eight (48) hours following such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicabledelivery thereof), and Parent shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and / prospectus which will be used for the Parent Stockholders purpose of soliciting proxies from the stockholders of PTAC at the PTAC Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentPTAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent and each Company Party ) in which PTAC shall use its reasonable best efforts to (a) cause provide the stockholders of PTAC with the opportunity to redeem the PTAC Class A Shares pursuant to a PTAC Shareholder Redemption, (b) solicit proxies from the stockholders of PTAC to vote at the Special Meeting in favor of the Transaction Proposals, (c) register under the Securities Act the PTAC Common Shares to be issued in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (d) file with the SEC financial and other information about the transactions contemplated by this Agreement and the Ancillary Documents, each in accordance with and as required by PTAC’s Governing Documents, applicable Law and any applicable rules and regulations of the SEC and Nasdaq. The Registration Statement / Proxy Statement will comply as to comply in all material respects form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by thereunder. The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing each of the SEC (including, with respect to the Group Companies, the provision of financial statements of, preliminary and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the final Registration Statement / Proxy Statement under Securities Laws and any amendment or supplement thereto prior to its filing with the SEC (after giving effect to which comments reasonable and good faith consideration shall be given by PTAC). PTAC shall not file any waivers received) or such documents with the SEC (including in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other SEC with respect to and respond promptly to any comments thereto) without the prior written consent (email being sufficient) of the SEC Company (such consent not to be unreasonably withheld, conditioned or delayed). PTAC shall use its staff; reasonable best efforts to: (ci) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (dii) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement; and, (iii) with the assistance of the other Parties hereto, promptly respond to any comments, requests to amend or requests for additional information with respect to the Registration Statement / Proxy Statement by the SEC. Parent, on the one hand, Each of PTAC and the Company Parties, on the other hand, shall promptly furnish, or cause to be furnished, furnish to the other all information concerning such Party, its Non-Party Affiliates and their respective its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 5.9 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent PTAC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters . Each of PTAC and the Company shall promptly correct any information provided by it for use in the Registration Statement / Proxy Statement (and other related materials) if and to counsel the extent that such information is determined to enable counsel to deliver have become false or misleading in any tax opinions requested material respect or as otherwise required by applicable Laws. PTAC shall amend or supplement the Registration Statement / Proxy Statement and cause the Registration Statement / Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be submitted disseminated to PTAC stockholders, in connection therewith each case as described and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PTAC’s Governing Documents. PTAC shall promptly advise the Company of (A) the time when PTAC has filed the preliminary Registration Statement / Proxy Statement, (B) the SEC’s determination whether to review the Registration Statement / Proxy Statement, (C) in Section 5.5(a)(iii). If any Party becomes aware event the preliminary Registration Statement / 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 information that should be disclosed in an supplement or amendment or supplement to the Registration Statement / Proxy Statement, then (iE) such Party shall promptly inform, in the case of any Parent Party, the Company Parties, or, in the case of the Company Parties, Parent, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. Parent shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock the PTAC Class A Shares for offering or sale in any jurisdiction, and Parent and the Company Parties jurisdiction (it being understood that PTAC shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated), (F) any request by the SEC for amendment of the Registration Statement / Proxy Statement, (G) any oral or written comments from the SEC relating to the Registration Statement / Proxy Statement and responses thereto, (H) requests by the SEC for additional information and (I) the time of effectiveness of the Registration Statement / Proxy Statement. Without limiting the generality of the foregoing, (1) the PTAC Parties shall not, and shall cause their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity or Nasdaq regarding the matters contemplated by this Section 5.9 without first consulting with the Company and providing the Company the opportunity to participate in such meetings or discussion and (2) the Company shall not, and shall cause its Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity or Nasdaq regarding the matters contemplated by this Section 5.9 without first consulting with PTAC and providing PTAC the opportunity to participate in such meetings or discussions. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, Parent SOAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent of SOAC or a Company Partiesthe Company, as applicable), and Parent SOAC shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent SOAC which will be included therein and which will be used for the Parent Stockholders SOAC Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentSOAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent SOAC and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentSOAC, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent SOAC to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii5.5(b). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent SOAC Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentSOAC, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentSOAC, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent SOAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent SOAC shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing SOAC Shareholders. Parent SOAC shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent SOAC Common Stock Shares for offering or sale in any jurisdiction, and Parent SOAC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement Misrepresentation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, the SOAC Parties, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of any SOAC Party) or SOAC (in the case of the Company), a material fact reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to the SEC or omit the NYSE relating to state the transactions contemplated by this Agreement or the Ancillary Documents. Each of the Parties agrees not to participate in any material fact required to be stated therein substantive meeting or necessary to make discussion, either in person or by telephone with the statements thereinSEC or the NYSE in connection with the transactions contemplated by this Agreement unless it consults with, in light the case of any SOAC Party, the Company, or, in the case of the circumstances under which they are madeCompany, SOAC in advance and, to the extent not misleadingprohibited by the SEC or the NYSE, gives, in the case of any SOAC Party, the Company, or, in the case of the Company, SOAC, the opportunity to attend and participate in such meeting or discussion.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, Parent and Acquiror shall, with the assistance of the Company Parties shall pursuant to this ‎Section 5.9, prepare and mutually agree upon (such agreement not and, following delivery of the PCAOB Financials to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicableAcquiror pursuant to ‎Section 5.17(a), and Parent shall file with the SEC, SEC the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and / prospectus which will be used for the Parent Stockholders purpose of soliciting proxies from the Pre-Closing Acquiror Holders at the Acquiror Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentAcquiror’s Governing Documents, Documents and applicable Law) in which Acquiror shall (i) provide the Pre-Closing Acquiror Holders with the opportunity to redeem the Acquiror Class A Shares pursuant to an Acquiror Shareholder Redemption, and any applicable rules and regulations (ii) solicit proxies from the Pre-Closing Acquiror Holders at the Acquiror Shareholders Meeting in favor of the SEC and the Nasdaq). Each of Parent and each Company Party shall use its reasonable best efforts to Transaction Proposals, (aiii) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective register under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Parent, on the one hand, and the Company Parties, on the other hand, shall promptly furnish, or cause Acquiror Common Shares to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent to the SEC or Nasdaq issued in connection with the transactions contemplated by this Agreement or and the Ancillary Documents and (iv) file with the SEC financial and other information about the transactions contemplated by this Agreement and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or each in accordance with and as required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)Acquiror’s Governing Documents and applicable Law. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the The Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in Statement will comply as to form and substance with the case of any Parent Party, the Company Parties, or, in the case applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. The Company Parties, Parent, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent shall file such mutually agreed upon amendment or supplement pay all SEC fees associated with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. Parent shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness filing of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock for offering or sale in any jurisdiction, and Parent and the Company Parties shall each use their commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Pathfinder and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent Pathfinder or a Company Partiesthe Company, as applicable), and Parent Pathfinder shall file with the SEC, the Registration Statement / Proxy Statement (it being understood and agreed that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent Pathfinder which will be included therein and which will be used for the Parent Stockholders Pathfinder Shareholders Meeting to adopt solicit the adoption and approve approval of the Transaction Proposals Proposals, provide its applicable shareholders with the opportunity to elect to effect the Pathfinder Shareholder Redemption, and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentPathfinder’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC SEC, the Designated Exchange and the Nasdaq). Each of Parent Pathfinder and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect in the case of the Company, using reasonable best efforts to provide the Group Companies, the provision of financial statements (audited and unaudited) of, and any other information with respect to, the Group Companies and pro forma financial statements for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments or requests from the SECSEC and to cause the Group Companies’ independent auditor to deliver the required audit opinions and consents); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments or requests of the SEC or its staff; (c) promptly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of Pathfinder or the Company, as applicable) any amendments or supplements to the Registration Statement / Proxy Statement in order to address comments or requests from the SEC or its staff (which amendments or supplements shall be promptly filed by the Company), (d) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (de) keep the Registration Statement / Proxy Statement effective through the Closing and as long as is necessary in order to permit the consummation of the transactions contemplated by this Agreement. ParentPathfinder, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 4.7 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent Pathfinder or the Company to the SEC or Nasdaq the Designated Exchange in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii4.5(a)(iii); provided, however, that neither Party shall use any such information for any purposes other than those contemplated by this Agreement or any Ancillary Document unless such Party obtains the prior written consent of the other Party. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Pathfinder Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentPathfinder, thereof; (ii) such Party the Company and Pathfinder shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayeddelayed by either the Company or Pathfinder), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Pathfinder shall as promptly as practicable file such mutually agreed upon amendment or supplement with the SEC; and (iv) if appropriate, the Parties shall reasonably cooperate, if appropriate, in use reasonable best efforts to cause the mailing of such amendment or supplement to the Parent StockholdersPre-Closing Pathfinder Holders. Parent Pathfinder shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock the Pathfinder Shares for offering or sale in any jurisdiction, and Parent Pathfinder and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable (but in any event no more than seven (7) Business Days following the delivery of the Audited Financial Statements in accordance with Section 6.13) following the date of this Agreement, Parent Qell, Holdco and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company any of the Parties, as applicable), and Parent Holdco shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent / prospectus which will be included therein as a prospectus and which will be used for the Parent Stockholders Qell Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentQell’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent Qell, Holdco and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany, the provision of financial statements of, and any other information with respect to, for the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentQell and Holdco, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, furnish to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Qell or Holdco to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel counsel, satisfactory to counsel, to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii)therewith. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyQell or Holdco, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent, Qell thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentQell or Holdco, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Qell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Holdco shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Qell Holders. Parent Holdco and Qell shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Holdco Shares for offering or sale in any jurisdiction, and Parent each of Qell and the Company Parties Holdco shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this AgreementAgreement (which, Parent for the avoidance of doubt, shall be no earlier than the availability of the Required XxXxxxx Financial Statements), but no later than February 14, 2023 (unless Acquiror and the Company Parties XxXxxxx Companies mutually agree to extend such date), Acquiror, Newco and the XxXxxxx Companies shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company any of the Parties, as applicable), and Parent Newco shall file with the SEC, on a confidential basis, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and which will be used for the Parent Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq)Statement. Each of Parent Acquiror, Newco and each XxXxxxx Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group XxXxxxx Companies, the provision of financial statements of, and any other information with respect to, the Group XxXxxxx Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities applicable Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staffthe Staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentAcquiror, on the one hand, and Newco and the Company PartiesXxXxxxx Companies, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Newco to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyAcquiror, Newco and the Company PartiesXxXxxxx Companies, or, in the case of the Company PartiesNewco or a XxXxxxx Company, Parent, Acquiror thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentAcquiror, Newco and the Company PartiesXxXxxxx Companies, or, in the case of the Company PartiesNewco or a XxXxxxx Company, Parent Acquiror (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Newco shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties Newco shall reasonably cooperatecause, if appropriate, in mailing such amendment or supplement supplements to be mailed to the Parent StockholdersAcquiror stockholders. Parent Newco shall as promptly as reasonably practicable advise the Company Parties Acquiror of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order Order relating thereto or the suspension of the qualification of Parent Common Stock Newco Shares for offering or sale in any jurisdiction, and Parent Newco and the each XxXxxxx Company Parties shall each use their commercially its reasonable best efforts to have any such stop order Order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent IIAC and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicableeach acting reasonably), and Parent the Company shall file with the SECSEC (in any event following the delivery of the PCAOB Company Audited Financial Statements), the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent IIAC which will be included therein and which will be used for the Parent Stockholders IIAC Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentIIAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent IIAC and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to to, mutually agree upon (each acting reasonably) and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Documents. ParentIIAC, on the one hand, and the Company Partiesand Merger Sub, on the other hand, shall use reasonable best efforts to promptly furnish, or cause to be furnished, to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.8 or for including inclusion in any other statement, filing, notice or application made by or on behalf of Parent IIAC or the Company to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyIIAC, the Company PartiesCompany, or, in the case of the Company Partiesor Merger Sub, Parent, IIAC thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentIIAC, the Company PartiesCompany, or, in the case of the Company Partiesor Merger Sub, Parent IIAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayedeach acting reasonably), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing IIAC Holders. Parent The Company shall as promptly as reasonably practicable advise the Company Parties IIAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Company Ordinary Shares for offering or sale in any jurisdiction, and Parent each of IIAC and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable (but in any event no more than ten (10) Business Days following the delivery of the Closing Company Audited Financial Statements in accordance with Section 6.15) following the date of this Agreement, Parent ARYA, TopCo and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company any of the Parties, as applicable), and Parent TopCo shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent / prospectus which will be included therein as a prospectus and which will be used for the Parent Stockholders ARYA Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentARYA’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent ARYA, TopCo and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompany, the provision of financial statements of, and any other information with respect to, for the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentARYA, on the one hand, and the Company PartiesCompany, TopCo and each Merger Sub, on the other hand, shall promptly furnish, or cause to be furnished, furnish to the other all information concerning such Party, Party and its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 6.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent ARYA or TopCo to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii6.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyARYA, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentTopCo or either Merger Sub, ARYA thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentARYA, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent TopCo or either Merger Sub, ARYA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent TopCo shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing ARYA Holders. Parent TopCo shall as promptly as reasonably practicable advise the Company Parties ARYA of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock TopCo Ordinary Shares for offering or sale in any jurisdiction, and Parent each of ARYA and the Company Parties TopCo shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.

Preparation of Registration Statement / Proxy Statement. Promptly following the date of this Agreement, Parent and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement of Parent which will be included therein and which will be used for the Parent Stockholders Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq). Each of Parent and each Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Parent, on the one hand, and the Company Parties, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Party, the Company Parties, or, in the case of the Company Parties, Parent, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersShareholders. Parent shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock for offering or sale in any jurisdiction, and Parent and the Company Parties shall each use their commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, the Parent Parties, on the one hand, and the Company Parties, on the other hand, shall give counsel for Hyperfine (in the case of any Parent Party) or Parent (in the case of any Company Party), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to the SEC or Nasdaq relating to the transactions contemplated by this Agreement or the Ancillary Documents. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone with the SEC or Nasdaq in connection with the transactions contemplated by this Agreement unless it consults with, in the case of any Parent Party, the Company Parties, or, in the case of a Company Party, Parent in advance and, to the extent not prohibited by the SEC or Nasdaq, gives, in the case of any Parent Party, the Company Parties, or, in the case of a Company Party, Parent, the opportunity to attend and participate in such meeting or discussion.

Preparation of Registration Statement / Proxy Statement. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or a Company Parties, as applicable), and Parent Newco shall file with with, or confidentially submit to, the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a prospectus of Newco and a proxy statement of Parent which will be included therein and FEAC which will be used for the Parent Stockholders FEAC Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentFEAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNasdaq or other relevant Exchange, as applicable). No filing with or submission to the SEC of the Registration Statement / Proxy Statement shall be made unless approved by FEAC and the Company, each acting reasonably. Each of Parent and each Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group CompaniesCompanies and FEAC, the provision of financial statements of, and any other information with respect to, the Group Companies and FEAC for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or and its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this AgreementTransactions. ParentFEAC, on the one hand, and the Company Partiesand Newco, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent FEAC or Newco to the SEC or Nasdaq or other relevant Exchange, as applicable, in connection with the transactions contemplated by this Agreement or the Ancillary DocumentsTransactions, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii5.5(b). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent PartyFEAC, the Company Partiesand Newco, or, in the case of the Company PartiesCompany, Parent, FEAC and Newco thereof; (ii) such Party the Parties shall prepare and mutually agree upon with, in the case of Parent, the Company Parties, or, in the case of the Company Parties, Parent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Newco shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties FEAC shall reasonably cooperatemail, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing FEAC Holders. Parent Newco shall as promptly as reasonably practicable advise the Company Parties FEAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Newco Shares for offering or sale in any jurisdiction, and Parent and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement Misrepresentation. Filing and registration fees associated with the Registration Statement/Proxy Statement, and all associated financial printer and proxy solicitation expenses, shall be deemed FEAC Expenses for purposes of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingthis Agreement.

Preparation of Registration Statement / Proxy Statement. Promptly As promptly as reasonably practicable following the date of this Agreement, Parent Dragoneer and the Company Parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent Dragoneer or a Company Partiesthe Company, as applicable), and Parent Dragoneer shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of Parent Dragoneer which will be included therein as a prospectus and which will be used for the Parent Stockholders Dragoneer Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by ParentDragoneer’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and the NasdaqNYSE). Each of Parent Dragoneer and each the Company Party shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements (audited and unaudited) of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SECSEC and to cause the Group Companies’ independent auditor to deliver the required audit opinions and consents); (b) promptly notify the other others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. ParentDragoneer, on the one hand, and the Company PartiesCompany, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent Dragoneer to the SEC or Nasdaq NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Parent Dragoneer Party, the Company PartiesCompany, or, in the case of the Company PartiesCompany, ParentDragoneer, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of ParentDragoneer, the Company PartiesCompany, or, in the case of the Company PartiesCompany, Parent Dragoneer (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) Parent Dragoneer shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Parent StockholdersPre-Closing Dragoneer Holders. Parent Dragoneer shall as promptly as reasonably practicable advise the Company Parties of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock Dragoneer Shares for offering or sale in any jurisdiction, and Parent Dragoneer and the Company Parties shall each use their commercially its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or 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, in light of the circumstances under which they are made, not misleading.