Common use of Proxy Solicitation; Other Actions Clause in Contracts

Proxy Solicitation; Other Actions. (a) The Shareholders and JV GmbH agree to use reasonable best efforts to, provide SEDA and PubCo, or cause to be provided to SEDA and PubCo, true, correct and complete copies of (A) as promptly as reasonably practicable following the date of this Agreement (i) audited financial statements (audited to PCAOB standards), including consolidated balance sheets, statements of operations, statements of income and cash flows, and statements of stockholders equity of JV GmbH and its Subsidiaries as of and for the years ended December 31, 2022 and December 31, 2023 (the latter period if and when required in accordance with the Form F-4) together with an unqualified audit report thereon from JV GmbH’s independent public accountants, in each case, prepared in accordance with IFRS (collectively, the “PCAOB Audited Financials”) and (ii) any unaudited pro forma financial statements required by Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to be included in the Form F-4 (the “Pro Forma Financials” and, together with the PCAOB Audited Financials, the “Required Financials”) and (B) as promptly as reasonably practicable, make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant with the applicable rules and regulations of the SEC governing the Form F-4 as required in order to consummate the Transactions. (b) JV GmbH shall be available to, and JV GmbH and its Subsidiaries and Affiliates shall use reasonable best efforts to make their officers and employees available to, in each case, upon reasonable advance notice, SEDA and its counsel in connection with the drafting of the Form F-4, of which the Proxy Statement/Prospectus forms a part, and responding in a timely manner to comments on the Form F-4, of which the Proxy Statement/Prospectus forms a part, from the SEC. Without limiting the generality of the foregoing, JV GmbH and its Subsidiaries shall reasonably cooperate with SEDA in connection with the preparation for inclusion in the Proxy Statement/Prospectus of unaudited pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). KME agrees to use reasonable best efforts to provide SEDA and PubCo, as soon as reasonably practicable, (a) year end 2022 and 2023 and any required interim financial statements of the Aerospace Business, if any, required or requested by the SEC to be included in the Form F-4 and (b) any and all financial information related to the Aerospace Business required for the preparation of the unaudited pro forma financial information, or as otherwise required, to be included in the Form F-4. (c) From and after the date on which the Proxy Statement/Prospectus is mailed to the SEDA Shareholders, JV GmbH will give SEDA prompt written notice of any action taken or not taken by JV GmbH or any of its Subsidiaries or of any development regarding JV GmbH or any of its Subsidiaries, in any such case that is known by JV GmbH that would cause the Proxy Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, SEDA and JV GmbH shall cooperate fully to cause to promptly be made an amendment or supplement to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form F-4, such that the Form F-4 and the Proxy Statement/Prospectus no longer contain an untrue statement of a material fact or omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by SEDA pursuant to this Section 9.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules.

Proxy Solicitation; Other Actions. (a) The Shareholders and JV GmbH agree Company agrees to use reasonable best efforts toto provide Acquiror, provide SEDA and PubCo, or cause to be provided to SEDA and PubCo, true, correct and complete copies of no later than twenty (A20) as promptly as reasonably practicable following Business Days after the date of this Agreement (i) audited Agreement, financial statements, including unaudited quarterly financial statements (audited to PCAOB standards), including consolidated balance sheets, statements of operations, statements of income and cash flows, and statements of stockholders equity of JV GmbH and its Subsidiaries as of and for the years ended December 31fiscal quarter ending June 30, 2022 and December 31, 2023 (the latter period if and when required in accordance with the Form F-4) together with an unqualified audit report thereon from JV GmbH’s independent public accountants2020, in each case, as required and prepared in accordance with IFRS GAAP and Regulation S-X. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (collectively, i) the “PCAOB Audited Financials”) drafting of the Proxy Statement and (ii) any unaudited responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma and other financial statements statements, as required by Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to be included in the Form F-4 (the “Pro Forma Financials” and, together with the PCAOB Audited Financials, the “Required Financials”) and (B) as promptly as reasonably practicable, make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant with the applicable rules and regulations of the SEC governing the Form F-4 as required in order to consummate the Transactions). (b) JV GmbH shall be available to, and JV GmbH and its Subsidiaries and Affiliates shall use reasonable best efforts to make their officers and employees available to, in each case, upon reasonable advance notice, SEDA and its counsel in connection with the drafting of the Form F-4, of which the Proxy Statement/Prospectus forms a part, and responding in a timely manner to comments on the Form F-4, of which the Proxy Statement/Prospectus forms a part, from the SEC. Without limiting the generality of the foregoing, JV GmbH and its Subsidiaries shall reasonably cooperate with SEDA in connection with the preparation for inclusion in the Proxy Statement/Prospectus of unaudited pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). KME agrees to use reasonable best efforts to provide SEDA and PubCo, as soon as reasonably practicable, (a) year end 2022 and 2023 and any required interim financial statements of the Aerospace Business, if any, required or requested by the SEC to be included in the Form F-4 and (b) any and all financial information related to the Aerospace Business required for the preparation of the unaudited pro forma financial information, or as otherwise required, to be included in the Form F-4. (c) From and after the date on which the Proxy Statement/Prospectus is mailed to the SEDA Shareholders, JV GmbH The Company will give SEDA Acquiror prompt written notice of any action taken or not taken by JV GmbH the Company or any of its Subsidiaries or of any development regarding JV GmbH the Company or any of its Subsidiaries, in any such case that which is known by JV GmbH the Company, that would cause the Proxy Statement/Prospectus Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, SEDA Acquiror and JV GmbH the Company shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form F-4, such that the Form F-4 and the Proxy Statement/Prospectus Statement no longer contain contains an untrue statement of a material fact or omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by SEDA Acquiror pursuant to this Section 9.07 6.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules.

Proxy Solicitation; Other Actions. (a) The Shareholders and JV GmbH agree Company agrees to use reasonable best efforts toto provide Pubco and SPAC, provide SEDA and PubCo, or cause to be provided to SEDA and PubCo, true, correct and complete copies of (A) as promptly soon as reasonably practicable following after the date hereof (and no later than August 15, 2022 in the case of this Agreement the PCAOB Audited Financial Statements) (or after the end of each interim period in the case of the Unaudited Interim Financial Statements) (i) audited financial statements (audited to PCAOB standards)statements, including consolidated balance sheets, statements of operations, statements of income and cash flows, and statements of stockholders equity equity, of JV GmbH the Company and its Subsidiaries as of and for each of the years ended December 31, 2022 2020 and December 31, 2023 (the latter period if and when required in accordance with the Form F-4) together with an unqualified audit report thereon from JV GmbH’s independent public accountants2021, in each case, prepared in accordance with IFRS GAAP and Regulation S-X and audited in accordance with the standards of the PCAOB and containing an unqualified report of the Company’s auditors (collectively, the “PCAOB Audited FinancialsFinancial Statements”) and ), (ii) any unaudited pro forma audited financial statements required by statements, including combined balance sheet, statement of operation, statement of cash flows and statement of stockholders equity, of Falcon’s Treehouse LLC and its Subsidiaries and Falcon’s Treehouse National, LLC (the “Acquiree”) as of and for the year ended December 31, 2019 prepared in accordance with GAAP and Regulation S-X under the rules and regulations containing an unqualified report of the SEC (as interpreted by the staff of the SEC) to be included in the Form F-4 Acquiree’s auditors (the “Pro Forma Financials” andAcquiree Audited Financial Statements”); provided that the Company shall only be required to provide the Acquiree Audited Financial Statements if required to be presented in the Registration Statement, together (iii) unaudited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows and statements of stockholders equity, of the Company and its Subsidiaries as of and for each interim period required to be presented in the Registration Statement, in each case, prepared in accordance with the PCAOB Audited Financials, GAAP and Regulation S-X and reviewed in accordance with SAS 100 review procedures (the “Required FinancialsUnaudited Interim Financial Statements”) and (B) as promptly as reasonably practicable, make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant with the applicable rules and regulations of the SEC governing the Form F-4 as required in order to consummate the Transactions. (b) JV GmbH ). The Company shall be available to, and JV GmbH the Company and its Subsidiaries and Affiliates shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advance advanced notice, SEDA SPAC and its counsel in connection with (A) the drafting of the Form F-4, of which the Proxy Statement/Prospectus forms a part, Registration Statement and (B) responding in a timely manner to comments on the Form F-4, of which the Proxy Statement/Prospectus forms a part, Registration Statement from the SEC. Without limiting the generality of the foregoing, JV GmbH the Company and its Subsidiaries Pubco shall reasonably cooperate with SEDA SPAC in connection with the preparation for inclusion in the Proxy Statement/Prospectus Registration Statement of unaudited pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). KME agrees ) to use reasonable best efforts to provide SEDA and PubCo, as soon as reasonably practicable, (a) year end 2022 and 2023 and any required interim the extent such pro forma financial statements of are required by Form S-4; provided that the Aerospace Business, if any, required or requested by the SEC to be included Company shall pay all expenses in the Form F-4 and (b) any and all financial information related to the Aerospace Business required for connection with the preparation of the unaudited pro forma financial information, or as otherwise required, to be included in the Form F-4PCAOB Audited Financial Statements and Acquiree Audited Financial Statements. (cb) From and after the date on which the Proxy Statement/Prospectus is mailed to Registration Statement becomes effective under the SEDA ShareholdersSecurities Act, JV GmbH the Company will give SEDA SPAC prompt written notice of any action taken or not taken by JV GmbH the Company or any of its Subsidiaries or of any development regarding JV GmbH the Company or any of its Subsidiaries, in any such case that which is known by JV GmbH the Company, that would cause the Proxy Statement/Prospectus Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, SEDA Pubco, SPAC and JV GmbH the Company shall reasonably cooperate fully to cause to promptly be made an amendment or supplement to the Proxy Statement/Prospectus or, be made promptly to the extent required by Securities Laws, a post-effective amendment to the Form F-4Registration Statement, such that the Form F-4 and the Proxy Statement/Prospectus Registration Statement no longer contain contains an untrue statement of a material fact or omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by SEDA Pubco or SPAC pursuant to this Section 9.07 ‎Section 6.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. (c) Prior to the Closing, the Company shall cause the agreements listed on Schedule 6.06(c) to be assigned from Katmandu Collections, LLLP to the Company or a wholly-owned Subsidiary of the Company.

Proxy Solicitation; Other Actions. (a) The Shareholders and JV GmbH agree Wejo agrees to use commercially reasonable best efforts toto provide VOSO, provide SEDA and PubCoprior to the filing of the Form S-4, or cause to be provided to SEDA and PubCo, true, correct and complete copies of (A) as promptly as reasonably practicable following the date of this Agreement (i) audited financial statements (audited to PCAOB standards)statements, including consolidated balance sheets, sheets and consolidated statements of operationsincome, statements of income shareholders’ equity and cash flows, and statements of stockholders equity of JV GmbH Wejo and its Subsidiaries as of at and for the years ended December 31, 2022 2020 and December 31, 2023 (the latter period if and when required in accordance with the Form F-4) together with an unqualified audit report thereon from JV GmbH’s independent public accountants2019, in each case, prepared in accordance with IFRS (collectively, the “PCAOB Audited Financials”) U.S. GAAP and (ii) any unaudited pro forma financial statements required by Regulation S-X under and audited in accordance with the rules and regulations auditing standards of the SEC PCAOB (as interpreted by provided, that such audited financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered upon the staff initial filing of the SEC) to be included in the Form F-4 (the “Pro Forma Financials” and, together Proxy Statement/Prospectus with the PCAOB Audited Financials, the “Required Financials”) and (B) as promptly as reasonably practicable, make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant with the applicable rules and regulations of the SEC governing the Form F-4 as required in order to consummate the Transactions. (b) JV GmbH SEC). Wejo shall be available to, and JV GmbH Wejo and its Subsidiaries and Affiliates shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advance advanced notice, SEDA VOSO and its counsel in connection with (i) the drafting of the Form F-4, of which the Proxy Statement/Prospectus forms a part, and (ii) responding in a timely manner to comments on the Form F-4, of which the Proxy Statement/Prospectus forms a part, from the SEC. Without limiting the generality of the foregoing, JV GmbH and its Subsidiaries Wejo shall reasonably cooperate with SEDA VOSO in connection with the preparation for inclusion in the Proxy Statement/Prospectus of unaudited pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). KME agrees to use reasonable best efforts to provide SEDA and PubCo, as soon as reasonably practicable, (a) year end 2022 and 2023 and any required interim financial statements of the Aerospace Business, if any, required or requested by the SEC to be included in the Form F-4 and (b) any and all financial information related to the Aerospace Business required for the preparation of the unaudited pro forma financial information, or as otherwise required, to be included in the Form F-4. (cb) From and after the date on which the Proxy Statement/Prospectus is mailed to the SEDA ShareholdersVOSO’s stockholders, JV GmbH (i) Wejo will give SEDA VOSO prompt written notice of any action taken or not taken by JV GmbH Wejo or any of its Subsidiaries or of any development regarding JV GmbH Wejo or any of its Subsidiaries, in any such case that which is known by JV GmbH Wejo, that would cause the Proxy Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, and (ii) VOSO will give Wejo prompt written notice of any action taken or not taken by VOSO or of any development regarding VOSO, in any such case which is known by VOSO, that would cause the Proxy Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, SEDA VOSO and JV GmbH Wejo shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form F-4Prospectus, such that the Form F-4 and the Proxy Statement/Prospectus no longer contain contains an untrue statement of a material fact or omit omits to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by SEDA VOSO or Wejo, as applicable, pursuant to this Section 9.07 7.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party Party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Wejo Disclosure Schedules.

Proxy Solicitation; Other Actions. (a) The Shareholders and JV GmbH agree Company agrees to use reasonable best efforts toto provide Acquiror, provide SEDA and PubCo, or cause to be provided to SEDA and PubCo, true, correct and complete copies of (A) as promptly soon as reasonably practicable following after the date of this Agreement (i) hereof audited financial statements (audited to PCAOB standards)statements, including consolidated balance sheets, statements of operations, statements of income and cash flows, and statements of stockholders equity of JV GmbH and its Subsidiaries the Company as of and for the years ended December 31, 2022 2019 and December 31, 2023 (the latter period if and when required in accordance with the Form F-4) together with an unqualified audit report thereon from JV GmbH’s independent public accountants2020, in each case, prepared in accordance with IFRS (collectively, the “PCAOB Audited Financials”) GAAP and (ii) any unaudited pro forma financial statements required by Regulation S-X under and audited in accordance with the rules and regulations standards of the SEC (as interpreted by the staff of the SEC) to be included in the Form F-4 (the “Pro Forma Financials” and, together with the PCAOB Audited Financials, the “Required Financials”) and (B) as promptly as reasonably practicable, make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant with the applicable rules and regulations of the SEC governing the Form F-4 as required in order to consummate the Transactions. (b) JV GmbH shall be available to, and JV GmbH and its Subsidiaries and Affiliates Public Company Accounting Oversight Board. The Company shall use reasonable best efforts to make their its officers and employees reasonably available to, in each case, during normal business hours and upon reasonable advance advanced notice, SEDA Acquiror and its counsel in connection with (i) the drafting of the Form F-4, of which the Proxy Statement/Prospectus forms a part, Statement and (ii) responding in a timely manner to comments on the Form F-4, of which the Proxy Statement/Prospectus forms a part, Statement from the SEC. Without limiting the generality of the foregoing, JV GmbH and its Subsidiaries the Company shall reasonably cooperate with SEDA Acquiror in connection with the Acquiror’s preparation for inclusion in the Proxy Statement/Prospectus Statement of unaudited pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). KME agrees to use reasonable best efforts to provide SEDA and PubCo, as soon as reasonably practicable, (a) year end 2022 and 2023 and any required interim financial statements of the Aerospace Business, if any, required or requested by the SEC to be included in the Form F-4 and (b) any and all financial information related to the Aerospace Business required for the preparation of the unaudited extent such pro forma financial information, or as otherwise required, to be included in the statements are required by Form F-4S-4. (cb) From and after the date on which the Proxy Statement/Prospectus is mailed to Statement becomes effective under the SEDA ShareholdersSecurities Act until the Closing Date, JV GmbH the Company will give SEDA Acquiror prompt written notice of any action taken or not taken by JV GmbH or any of its Subsidiaries the Company or of any development regarding JV GmbH or any of its Subsidiariesthe Company, in any such case that which is known by JV GmbH the Company, that would cause the Proxy Statement/Prospectus Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, SEDA Acquiror and JV GmbH the Company shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form F-4, such that the Form F-4 and the Proxy Statement/Prospectus Statement no longer contain contains an untrue statement of a material fact or omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by SEDA Acquiror pursuant to this Section 9.07 6.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made in the Proxy Statement based on any information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Shareholders and JV GmbH agree Company agrees to use commercially reasonable best efforts toto provide Acquiror not later than July 28, provide SEDA and PubCo2020, or cause to be provided to SEDA and PubCo, true, correct and complete copies of (A) as promptly as reasonably practicable following the date of this Agreement (i) audited financial statements (audited to PCAOB standards)statements, including consolidated balance sheetssheets as of December 31, statements of operations2019 and December 31, 2018 and consolidated statements of income and comprehensive income, shareholder’s equity and cash flows, and statements of stockholders equity of JV GmbH the Company and its Subsidiaries as of and for the years ended December 31, 2022 2019, December 31, 2018 and December 31, 2023 (the latter period if and when required in accordance with the Form F-4) together with an unqualified audit report thereon from JV GmbH’s independent public accountants2017, in each case, prepared in accordance with IFRS GAAP and Regulation S-X and audited in accordance with the auditing standards of the PCAOB (collectivelyprovided, that such audited financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered upon the “PCAOB Audited Financials”) initial filing of the Proxy Statement with the SEC), and (ii) any unaudited pro forma financial statements, including consolidated condensed balance sheets and consolidated condensed statements required by of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries as at and for the three-months ended March 31, 2020 and March 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to be included in the Form F-4 (the “Pro Forma Financials” and, together with the PCAOB Audited Financials, the “Required Financials”) and (B) as promptly as reasonably practicable, make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant with the applicable rules and regulations of the SEC governing the Form F-4 as required in order to consummate the Transactions. (b) JV GmbH X. The Company shall be available to, and JV GmbH the Company and its Subsidiaries and Affiliates shall use commercially reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advance advanced notice, SEDA Acquiror and its counsel in connection with (A) the drafting of the Form F-4, of which the Proxy Statement/Prospectus forms a part, Statement and (B) responding in a timely manner to comments on the Form F-4, of which the Proxy Statement/Prospectus forms a part, Statement from the SEC. Without limiting the generality of the foregoing, JV GmbH and its Subsidiaries the Company shall reasonably cooperate with SEDA Acquiror in connection with the preparation for inclusion in the Proxy Statement/Prospectus Statement of unaudited pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). KME agrees to use reasonable best efforts to provide SEDA and PubCo, as soon as reasonably practicable, (a) year end 2022 and 2023 and any required interim financial statements of the Aerospace Business, if any, required or requested by the SEC to be included in the Form F-4 and (b) any and all financial information related to the Aerospace Business required for the preparation of the unaudited pro forma financial information, or as otherwise required, to be included in the Form F-4. (cb) From and after the date on which the Proxy Statement/Prospectus Statement is mailed to Acquiror’s stockholders, the SEDA Shareholders, JV GmbH Company will give SEDA Acquiror prompt written notice of any action taken or not taken by JV GmbH the Company or any of its Subsidiaries or of any development regarding JV GmbH the Company or any of its Subsidiaries, in any such case that which is or becomes known by JV GmbH the Company, that would cause the Proxy Statement/Prospectus Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, SEDA Acquiror and JV GmbH the Company shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form F-4, such that the Form F-4 and the Proxy Statement/Prospectus Statement no longer contain contains an untrue statement of a material fact or omit omits to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by SEDA Acquiror pursuant to this Section 9.07 7.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules.

Proxy Solicitation; Other Actions. (a) The Shareholders and JV GmbH agree Company agrees to use reasonable best efforts toto provide SPAC, provide SEDA and PubCo, or cause to be provided to SEDA and PubCo, true, correct and complete copies of (A) as promptly soon as reasonably practicable following the date of this Agreement (i) Agreement, audited financial statements (audited to PCAOB standards)with an unqualified audit opinion, including consolidated balance sheets, statements of operationsincome, statements of income and cash flows, and statements of stockholders equity of JV GmbH and its Subsidiaries the Group Companies as of and for the years ended December 31, 2022 and December 31, 2023 (the latter period if and when required 2023, audited in accordance with the Form F-4) together with an unqualified audit report thereon from JV GmbH’s independent public accountantsstandards of the Public Company Accounting Oversight Board, and unaudited interim statements for the most recent quarter preceding the date of the filing of the Proxy Statement/Prospectus, in each case, prepared in accordance with IFRS (collectively, the “PCAOB Audited Financials”) GAAP and (ii) any unaudited pro forma financial statements required by Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to be included in the Form F-4 (the “Pro Forma Financials” and, together with the PCAOB Audited Financials, the “Required Financials”) and (B) as promptly as reasonably practicable, make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant with the applicable rules and regulations of the SEC governing the Form F-4 as required in order to consummate the Transactions. (b) JV GmbH shall be available to, and JV GmbH and its Subsidiaries and Affiliates ). The Group Companies shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advance advanced notice, SEDA SPAC and its counsel Representatives in connection with (i) the drafting of the Form F-4, of which the Proxy Statement/Prospectus forms a part, and (ii) responding in a timely manner to comments on the Form F-4, of which the Proxy Statement/Prospectus forms a part, from the SEC. Without limiting the generality of the foregoing, JV GmbH and its Subsidiaries the Group Companies shall reasonably cooperate with SEDA SPAC in connection with the preparation for inclusion in the Proxy Statement/Prospectus of unaudited pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). KME agrees to use reasonable best efforts to provide SEDA and PubCo, as soon as reasonably practicable, (a) year end 2022 and 2023 and any required interim financial statements of the Aerospace Business, if any, required or requested by the SEC to be included in the Form F-4 and (b) any and all financial information related to the Aerospace Business required for the preparation of the unaudited pro forma financial information, or as otherwise required, to be included in the Form F-4. (cb) From and after the date on which the Proxy Statement/Prospectus is mailed to the SEDA ShareholdersSPAC Stockholders, JV GmbH the Company will give SEDA SPAC prompt written notice of any action taken or not taken by JV GmbH or any of its Subsidiaries Group Company or of any development regarding JV GmbH or the any of its SubsidiariesGroup Company, in any such case that is known by JV GmbH the Company, that would cause the Proxy Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, SEDA SPAC and JV GmbH the Company shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form F-4S-4, such that the Form F-4 S-4 and the Proxy Statement/Prospectus no longer contain an untrue statement of a material fact or omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by SEDA SPAC pursuant to this Section 9.07 5.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the SchedulesCompany Disclosure Schedule.

Proxy Solicitation; Other Actions. (a) The Shareholders and JV GmbH agree Company has provided to use reasonable best efforts toAcquiror, provide SEDA and PubCofor inclusion in the Registration Statement, or cause to be provided to SEDA and PubCofiled by Acquiror hereunder, true, correct and complete copies of (A) as promptly as reasonably practicable following the date of this Agreement (i) audited financial statements (audited to PCAOB standards)statements, including consolidated balance sheets, statements of operations, statements of income redeemable preferred stock and cash flows, stockholders’ deficit and statements of stockholders equity of JV GmbH and its Subsidiaries cash flows as of and for the years ended December 31, 2022 2019 and December 312020, 2023 (and the latter unaudited financial statements including balance sheets, statements of operations, statements of redeemable preferred stock and stockholders’ deficit and statements of cash flows as of and for the nine-month period if and when required in accordance with the Form F-4) together with an unqualified audit report thereon from JV GmbH’s independent public accountantsended September 30, 2021, in each case, prepared in accordance with IFRS GAAP and Regulation S-X under the Securities Act (collectively, except (x) as otherwise noted therein to the “PCAOB Audited Financials”) and (ii) any unaudited pro forma financial statements required extent permitted by Regulation S-X under the rules Securities Act, and, in the case of such audited financial statements, audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor and regulations (y) in the case of the SEC (as interpreted by unaudited financial statements, subject to normal and recurring year-end adjustments and the staff absence of the SEC) to be included in the Form F-4 (the “Pro Forma Financials” and, together with the PCAOB Audited Financials, the “Required Financials”) and (B) as promptly as reasonably practicable, make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant with the applicable rules and regulations of the SEC governing the Form F-4 as required in order to consummate the Transactions. (b) JV GmbH notes thereto). The Company shall be available to, and JV GmbH and its Subsidiaries and Affiliates the Company shall use reasonable best efforts to make their its officers and employees available to, in each case, during normal business hours and upon reasonable advance advanced notice, SEDA Acquiror and its counsel in connection with the drafting of the Form F-4, of which the Proxy Statement/Prospectus forms a part, and responding in a timely manner to comments on the Form F-4, of which the Proxy Statement/Prospectus forms a part, Registration Statement from the SEC. Without limiting the generality of the foregoing, JV GmbH and its Subsidiaries shall reasonably cooperate with SEDA in connection with the preparation for inclusion in the Proxy Statement/Prospectus of unaudited pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). KME agrees to use reasonable best efforts to provide SEDA and PubCo, as soon as reasonably practicable, (a) year end 2022 and 2023 and any required interim financial statements of the Aerospace Business, if any, required or requested by the SEC to be included in the Form F-4 and (b) any and all financial information related to the Aerospace Business required for the preparation of the unaudited pro forma financial information, or as otherwise required, to be included in the Form F-4. (cb) From and after the date on which the Proxy Statement/Prospectus is mailed to Registration Statement becomes effective under the SEDA ShareholdersSecurities Act, JV GmbH the Company will give SEDA Acquiror prompt written notice of any action taken or not taken by JV GmbH or any of its Subsidiaries the Company or of any development regarding JV GmbH or any of its Subsidiariesthe Company, in any such case that is known by JV GmbH that which, to the knowledge of the Company, would cause the Proxy Statement/Prospectus Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, SEDA Acquiror and JV GmbH the Company shall cooperate fully to cause to promptly be made an amendment or supplement to the Proxy Statement/Prospectus or, be made promptly to the extent required by Securities Laws, a post-effective amendment to the Form F-4Registration Statement, such that the Form F-4 and the Proxy Statement/Prospectus Registration Statement no longer contain contains an untrue statement of a material fact or omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by SEDA Acquiror pursuant to this Section 9.07 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules.