Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the registration under the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC Warrants, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ix) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior registering Investors Common Stock to the later be offered to holders of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 ABNJ Common Stock in connection with the registration Merger with the SEC under the Securities Act and (y) of holding the Company Common Shares to be issued under this Agreement ABNJ Shareholders Meeting, Investors shall draft and prepare, and ABNJ shall cooperate in the effect of preparation of, the Transactions on the FTAC WarrantsMerger Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as including a proxy statement for the Special Meeting with respect toand prospectus satisfying all applicable requirements of applicable state securities and banking laws, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date and of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL Securities Act and the Company shall use its reasonable best efforts to cause the Form F-4 Exchange Act, and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by thereunder (such proxy statement/prospectus in the form mailed to the ABNJ shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Investors shall file the Merger Registration Statement, including the Proxy X-00 Xxxxxxxxx-Xxxxxxxxxx, with the SEC, . Each of Investors and ABNJ shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL ABNJ shall thereafter promptly mail the Proxy Statement-Prospectus to the ABNJ shareholders. Investors shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Companytransactions contemplated by this Agreement, on the other hand, and ABNJ shall furnish all information concerning it ABNJ and the holders of ABNJ Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.2. ABNJ shall provide Investors with any information concerning itself that Investors may reasonably request in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and Investors shall notify ABNJ promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/-Prospectus and of any amendment to requests by the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that SEC for any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement thereto or for additional information and shall provide to the Form F-4 ABNJ promptly copies of all correspondence between Investors or any of their representatives and the Proxy Statement/ProspectusSEC. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and Investors shall give ABNJ and its counsel the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments the Proxy Statement-Prospectus prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is being filed with the SEC and shall give ABNJ and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Investors and ABNJ agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated mailed to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B ABNJ Common Stock entitled to vote at the FTAC Charter amendment as ABNJ Shareholders Meeting hereof at the earliest practicable time. 8.2.3. ABNJ and Investors shall promptly as practicable after notify the other party if at any time it becomes aware that the Proxy Statement/-Prospectus is disseminated or the Merger Registration Statement contains any untrue statement of a material fact or omits to FTAC’s stockholdersstate a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, ABNJ shall cooperate with Investors in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Investors shall file an amended Merger Registration Statement with the SEC, and ABNJ shall mail an amended Proxy Statement-Prospectus to the ABNJ shareholders.

Proxy Statement/Prospectus. (ia) For the purposes (x) of registering with the SEC, under the Securities Act, Parent Common Stock to be offered to holders of Company Common Stock in connection with the Merger and (y) of holding the Shareholder Meetings, Parent and the Company shall prepare and file with the SEC a joint proxy statement. As promptly as practicable following after the execution date hereof, Parent shall prepare and delivery file the S-4, in which the proxy statement will be included as a prospectus. Such documents shall satisfy all applicable requirements of this Agreement applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (and such proxy statement/prospectus in any event on or prior the form mailed to the later Company shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Each of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL Parent and the Company shall use their reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the registration under the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC Warrants, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL each of the Company and Parent shall thereafter promptly mail the Proxy Statement-Prospectus to its respective shareholders. Parent shall also 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 by this Agreement, and the Company, on the other hand, Company shall furnish all information concerning it the Company and the holders of the Company Common Stock as may be reasonably be requested in connection with any such action. (b) Each party shall provide the other with any information concerning itself that the other may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and each party shall notify the other promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the other promptly copies of all correspondence between such party or any of their representatives and the SEC. Parent shall not file the S-4, including any amendment thereto without giving the Company the opportunity to review, comment on and revise the S-4. Each of Parent and the Company agrees to use all reasonable best efforts, after consultation with the other party in connection with hereto, to respond promptly to all such actions comments of and requests by the preparation of the Form F-4 SEC and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be mailed to stockholders the shareholders of FTACthe Company and Parent entitled to vote at the Shareholders Meetings at the earliest practicable time. (iic) Each The Company and Parent shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the S-4 contains any untrue statement of FTACa material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, PGHL in light of the circumstances under which they were made, not misleading. In such event, the Company shall cooperate with Parent in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Parent shall file an amended S-4 with the SEC, and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect mail an amended Proxy Statement-Prospectus to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated herebyshareholders. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (and in any event on or prior Agreement, subject to the later Company’s compliance with its covenants and agreements contained herein, Parent shall prepare and file with the SEC a proxy statement to be sent to the stockholders of each of Parent and the Company relating to the applicable stockholders’ meeting and a Registration Statement on Form S-4 (iincluding a prospectus) (the third “S-4 Registration Statement”) in connection with the issuance of shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (3rd) Business Day following such proxy statement and prospectus constituting a part thereof, the delivery “Proxy Statement/Prospectus”), and each of the financial statements pursuant Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by Parent with the first sentence of Section 7.04(aSEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) and (ii) December 31, 2020), FTAC, PGHL as required by the Securities Act or the Exchange Act. Parent and the Company shall use reasonable best efforts to prepare, and the Company shall file cooperate with the SEC, the Form F-4 each other in connection with the registration under the Securities Act preparation of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”)Other Filings. Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL Parent and the Company each shall use its reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation each of the Form F-4 Company and Parent shall thereafter use its reasonable best efforts to promptly thereafter mail the Proxy Statement/ProspectusProspectus to the holders of each of Company stockholders and Parent Stockholders. Promptly after Each party shall as promptly as reasonably practicable notify the Form F-4 is declared other party of the receipt of any oral or written comments from the staff of the SEC on the S-4 Registration Statement or any Other Filing. Parent and the Company shall also use their reasonable best efforts to satisfy prior to the effective date of the S-4 Registration Statement all necessary state securities Law or “blue sky” notice requirements in connection with the Merger and to consummate the other transactions contemplated hereby, and the Company will pay all expenses incident thereto. (b) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the S-4 Registration Statement becomes effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts contain any untrue statement of a material fact or omit to cause the Proxy Statement/Prospectus state any material fact required to be mailed stated therein or necessary in order to stockholders make the statements therein, in light of FTAC. the circumstances under which they were made, not misleading, and (ii) Each of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the Form F-4 stockholders of each of Parent and the Company and at the time of the Parent Stockholder Meeting, or any adjournment or postponement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and Parent will cause the S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act. (c) The Company, Parent and Merger Sub shall cooperate with each other in the preparation of the S-4 Registration Statement, including the Proxy Statement/Prospectus filed in response theretorequired hereunder. If FTACEach of Parent, PGHL or Merger Sub and the Company becomes aware that any information contained in the Form F-4 and their respective counsels shall be given a reasonable opportunity to review and comment upon the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required S-4 Registration Statement prior to be amended in order to comply the filing thereof with applicable Lawthe SEC, then (x) such and shall provide any comments thereon as soon as reasonably practicable. Each party shall promptly inform notify the other parties party and (y) FTACits counsel of the time when the S-4 Registration Statement has become effective, on of the one hand, and PGHL and issuance of any stop order or suspension of the Company, on qualification of the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed shares of Parent Common Stock issuable in connection with the SEC and to be disseminated to the holders of shares of FTAC Common StockMerger for offering or sale in any jurisdiction, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each or of the Company, PGHL and FTAC shall provide the other parties with copies receipt of any written comments, and shall inform such comments or other parties of any oral comments, that material communications such party or its counsel receives from time to time from the SEC or its staff with respect to the Form F-4 S-4 Registration Statement or the Proxy Statement/Prospectus, and shall provide the other party with copies of any written responses to and telephonic notification of any material verbal responses received from the SEC or its staff by such party or its counsel with respect to the S-4 Registration Statement or the Proxy Statement/Prospectus. If at any time prior to the time the Requisite Company Stockholder Vote is obtained, any party shall become aware of the occurrence of any event or other circumstance relating to it or any of its Subsidiaries as to which an amendment or supplement to the S-4 Registration Statement or the Proxy Statement/Prospectus shall be required, such party shall promptly after the receipt of such comments and shall give notify the other parties a reasonable opportunity to review party and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL Parent and the Company each shall use its reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed prepare and file with the SEC such amendment or supplement and promptly thereafter mail the Proxy Statement/Prospectus to keep the Form F-4 effective through stockholders of each of Parent and the Closing in order Company to permit the consummation of the transactions contemplated herebyextent legally required. (iiid) FTAC Subject to Section 6.10(e), Parent shall file the Proxy Statement on Schedule 14A (X) take all action necessary in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL DGCL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish Parent Organization Documents to set the record date forfor determining the Parent Stockholders entitled to attend a meeting of the Parent Stockholders, and duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Special Meeting in accordance with the DGCL for a date no later than 35 days following S-4 Registration Statement is declared effective by the SEC Clearance Date for the purpose of obtaining the Requisite Parent Stockholder Vote (subject such meeting or any adjournment or postponement thereof, the “Parent Stockholder Meeting”) to Section 9.03(b)approve (a) the issuance of the shares of Parent Common Stock issuable pursuant to this Agreement, (b) the approval of the Ruthigen Executive Employment Agreements including the grant of Parent’s restricted stock units to Hxxxxx Xxxxx and Sameer Harish, (c) approval of an amendment to the amended and restated certificate of incorporation of Parent and confirm and ratify the amendment to the restated bylaws of Parent to declassify the board of directors of Parent, (d) an amendment to the Parent Stock Option Plan to increase the number of shares of Parent Common Stock reserved thereunder to 6,853,319 shares of Parent Common Stock, and (e) such other proposals submitted to the vote of the Parent Stockholders in the Proxy Statement (collectively, the “Parent Voting Matters”), and (iiY) cause use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby and include its Recommendation in the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable LawProspectus. FTAC shall obtain The Parent will not withdraw or modify the written consent Recommendation without good cause. (e) Notwithstanding Section 6.10(a), (b), (c) or (d), if on a date for which the Parent Stockholder Meeting is scheduled (the “Original Date”), Parent has not received proxies representing a sufficient number of the holders shares of the Class B Parent Common Stock to obtain the FTAC Charter amendment Requisite Parent Stockholder Vote, whether or not a quorum is present, Parent shall have the right to postpone or adjourn the Parent Stockholders Meeting to a date which shall not be more than 45 days after the Original Date. If Parent continues not to receive proxies representing a sufficient number of shares of Parent Common Stock to obtain the Requisite Parent Stockholder Vote, whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Parent Stockholder Meeting as promptly long as practicable after the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this subsection but not later than the End Date without the consent of Parent and the Company. In the event that the Parent Stockholder Meeting is adjourned or postponed as a result of applicable Law, including the need to supplement the Proxy Statement/Prospectus is disseminated , any days resulting from such adjournment or postponement shall not be included for purposes of the calculations of numbers of days pursuant to FTAC’s stockholdersthis Section 6.10.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (Agreement, Parent shall prepare and in any event on or prior file with the SEC a proxy statement to be sent to the later stockholders of each of Parent and the Company relating to the meeting of stockholders, and a Registration Statement on Form S-4 (iincluding a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the third issuance of shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (3rd) Business Day following such proxy statement and prospectus constituting a part thereof, the delivery “Proxy Statement/Prospectus”), and each of the financial statements pursuant Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by Parent with the first sentence of Section 7.04(aSEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) and (ii) December 31, 2020), FTAC, PGHL as required by the Securities Act or the Exchange Act. Parent and the Company shall use reasonable best efforts to prepare, and the Company shall file cooperate with the SEC, the Form F-4 each other in connection with the registration under the Securities Act preparation of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein and any Other Filings. Each Party shall as a prospectus and which will be used promptly as a proxy statement for reasonably practicable notify the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with Party of the opportunity to redeem shares receipt of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time any oral or written comments from the staff of the SEC on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned S-4 Registration Statement or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”)Other Filing. Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL Parent and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the S-4 Registration Statement all necessary state securities Law or “blue sky” notice requirements in connection with the Merger and to consummate the other transactions contemplated hereby. (b) Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement/Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the S-4 Registration Statement and Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus is first mailed to the stockholders of Parent, at the time of the Parent 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Company represents, covenants and agrees that the information provided by Company or its Subsidiaries to Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable best efforts to cause the Form F-4 S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing SEC and to keep respond promptly to any comments of the Form F-4 effective as long as is necessary to consummate the TransactionsSEC or its staff. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company Parties shall use commercially reasonable best efforts to cause the S-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement/Prospectus to be mailed to Parent’s stockholders as promptly as practicable after the SEC declares the S-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.01. If any event relating to Parent or Company occurs, or if Parent or Company becomes aware of FTAC. (ii) Each of FTACany information, PGHL that should be disclosed in an amendment or supplement to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then Parent or Company, as applicable, shall promptly inform the other party thereof and the Company shall cooperate and mutually agree upon (with one another in filing such agreement amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the S-4 Registration Statement and/or Proxy Statement/Prospectus will be made by Parent without the prior written consent of Company, which shall not to be unreasonably withheld, delayed conditioned or conditioned)delayed. (c) Company shall reasonably cooperate with Parent and provide, any response and require its Representatives, advisors, accountants and attorneys to comments of provide, Parent and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding Company that is required by law to be included in the SEC or its staff with respect to the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus and any amendment or reasonably requested from Company to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus filed in response theretoProspectus. If FTAC, PGHL or The information provided by the Company becomes aware that any information contained to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus shall have become false not contain any untrue statement of a material fact or misleading in omit to state any material respect or that the Form F-4 and the Proxy Statement/Prospectus is fact required to be amended stated therein or necessary in order to comply with applicable Law, then (x) such party shall promptly inform make the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicablestatements made therein, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each light of the Companycircumstances under which they were made, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated herebynot misleading. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepareAgreement, and no later than 30 days after the Company execution of this Agreement, Parent shall prepare and file with the SECSEC a proxy statement relating to the Parent Stockholders’ Meeting, the and a Registration Statement on Form F-4 S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the registration under issuance of shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”), and each of Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed with the SEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) as required by the Securities Act or the Exchange Act. Parent and Company shall cooperate with each other in connection with the preparation and filing of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein and any Other Filings. Each Party shall as a prospectus and which will be used promptly as a proxy statement for reasonably practicable notify the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with Party of the opportunity to redeem shares receipt of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time any oral or written comments from the staff of the SEC on the date that is at least two (2) Business Days S-4 Registration Statement or any Other Filing. Parent and Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the Special Meeting (S-4 Registration Statement all necessary state securities Legal Requirements or “blue sky” notice requirements in connection with the “FTAC Stockholder Redemption”); Merger and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions other transactions contemplated hereby. (collectivelyb) Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement/Prospectus, including any pro forma financial statements included therein (and the “FTAC Stockholder Matters”letter to stockholders, notice of meeting and form of proxy included therewith). Without , will not, at the prior written consent time that the S-4 Registration Statement and Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus is first mailed to the stockholders of Parent, at the time of the CompanyParent 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 in order to make the statements made therein, FTAC Stockholder Matters in light of the circumstances under which they were made, not misleading. Company represents, covenants and agrees that the information provided by Company or its Subsidiaries to Parent for inclusion in the S-4 Registration Statement and/or the Proxy Statement/Prospectus (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information and the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by Company specifically for inclusion therein. Company and its legal counsel shall be given reasonable opportunity to review and comment on the only matters (other than procedural matters) which FTAC shall propose S-4 Registration Statement, including all amendments and supplements thereto, prior to be acted the filing thereof with the SEC, and on by FTAC’s stockholders at the Special Meeting, as adjourned or postponedresponse to any comments from the SEC prior to the filing thereof with the SEC. Each of FTAC, PGHL and the Company Parties shall use its commercially reasonable best efforts to cause the Form F-4 S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing SEC and to keep respond promptly to any comments of the Form F-4 effective as long as is necessary to consummate the TransactionsSEC or its staff. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company Parties shall use commercially reasonable best efforts to cause (i) the S-4 Registration Statement to be declared effective as soon as possible, and (ii) the Proxy Statement/Prospectus to be mailed to Parent’s stockholders as promptly as practicable after the SEC declares the S-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.01. If any event relating to Parent or Company occurs, or if Parent or Company becomes aware of FTAC. (ii) Each of FTACany information, PGHL that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then Parent or Company, as applicable, shall promptly inform the other party thereof and the Company shall cooperate and mutually agree upon (with one another in filing such agreement amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the S-4 Registration Statement and/or Proxy Statement/Prospectus will be made by Parent without the prior written Consent of Company, which shall not to be unreasonably withheld, delayed conditioned or conditioned)delayed. (c) Company shall reasonably cooperate with Parent and provide, any response and cause its Representatives, advisors, accountants and attorneys to comments of provide, Parent and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding Company that is required by law to be included in the SEC or its staff with respect to the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus and any amendment or reasonably requested from Company to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus filed in response theretoProspectus. If FTAC, PGHL or The information provided by the Company becomes aware that any information contained to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus shall have become false not contain any untrue statement of a material fact or misleading in omit to state any material respect or that the Form F-4 and the Proxy Statement/Prospectus is fact required to be amended stated therein or necessary in order to comply with applicable Law, then (x) such party shall promptly inform make the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicablestatements made therein, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each light of the Companycircumstances under which they were made, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated herebynot misleading. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable following after the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Agreement, 2020), FTAC, PGHL and the Company and Parent shall use reasonable best efforts to prepare, prepare and the Company mutually agree upon and Parent and PubCo shall file with the SECSEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to time, the Form F-4 “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the Company Common PubCo Ordinary Shares to be issued to all of the Parent Stockholders pursuant to this Agreement, (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement Agreement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange and the effect of other Transactions, (B) any other proposals as the Transactions on the FTAC Warrants, which Form F-4 will also contain SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect toor correspondence related thereto, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4C) any other proposals the Parties agree are as determined by Parent and PubCo to be necessary or desirable to consummate appropriate in connection with the Transactions contemplated hereby, and (D) adjournment of the Parent Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “FTAC Stockholder MattersTransaction Proposals”). Without the prior written consent of the The Company, FTAC Stockholder Matters Parent and each Acquisition Entity shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, furnish all information concerning such party as adjourned or postponed. Each of FTAC, PGHL Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use its their commercially reasonable best efforts to (1) cause the Form F-4 and the Proxy Statement/Prospectus when filed with the SEC to comply in all material respects with the all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to have and resolve all comments received from the Form F-4 SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as practicable after such filing and to (4) keep the Form F-4 Proxy Statement/Prospectus effective as long as is necessary to consummate the Transactions. Each Prior to the effective date of FTACthe Proxy Statement/Prospectus, on the one hand, and PGHL and the Company, on Parent and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the other handissuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, Parent and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and Parent shall furnish all information concerning it the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) and any of their respective members or shareholders as may be reasonably be requested by the other party in connection with any such actions action. As promptly as practicable after finalization and the preparation effectiveness of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company Parent shall use reasonable best efforts mail (or cause to cause be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be mailed reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K pursuant to stockholders the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of FTACParent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder Meeting. (ii) Each Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of FTACthe time when the Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, PGHL of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioned), delayed) any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment amendments filed in response thereto. (iii) If, at any time prior to the Form F-4 and Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus filed in response theretoProspectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If FTACIf, PGHL at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company becomes aware that any information contained which should be set forth in the Form F-4 and an amendment or a supplement to the Proxy Statement/Prospectus shall have become false Prospectus, a current report of Parent on Form 8-K or misleading in any material respect a current report of PubCo on Form 8-K, the Company or that PubCo, as the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawcase may be, then (x) such party shall promptly inform the other parties and (y) FTACParent. Thereafter, on the one handParent, and PGHL PubCo and the Company, on Company shall promptly cooperate in the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) preparation of an appropriate amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL describing or correcting such information and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended promptly file such amendment or supplemented, to be filed supplement with the SEC and to be disseminated and, to the holders of shares of FTAC Common Stockextent required by Law, as applicable, in each case pursuant to applicable Law and subject disseminate such amendment or supplement to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated herebyParent Stockholders. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as practicable following 8.2.1 For the execution and delivery of this Agreement (and in any event on or prior to the later purposes of (ix) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file registering with the SEC, SEC under the Form F-4 Securities Act and applicable state securities laws the FCLF Common Stock to be offered to Partners Stockholders in connection with the registration under Merger, and (y) holding the Partners Stockholders Meeting, FCLF shall draft and prepare, and Partners shall fully cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsExchange Act, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated thereunder (such proxy statement/prospectus in the form mailed by Partners to the SECPartners Stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FCLF shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC no later than 45 days following the date hereof, and FCLF shall cause the Merger Registration Statement, including the Proxy Statement-Prospectus, to comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). 8.2.2 Each of FCLF and Partners shall use their best efforts to have the Form F-4 Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one handfiling, and PGHL Partners shall thereafter within five business days print and mail the CompanyProxy Statement-Prospectus to the Partners Stockholders. FCLF shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Contemplated Transactions, on the other hand, and Partners shall furnish all information concerning it Partners and the holders of Partners Common Stock as may be reasonably be requested by the other party in connection with any such actions action. 8.2.3 Partners shall provide FCLF with any information concerning itself that FCLF requests in connection with the drafting and the preparation of the Form F-4 and the Proxy Statement/-Prospectus. Promptly after , and FCLF shall notify Partners promptly of the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders receipt of FTAC. (ii) Each of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Partners promptly copies of all correspondence between FCLF, or any of its representatives and the SEC. The information to be provided by or with respect to FCLF for inclusion or incorporation by reference in the Proxy Statement/-Prospectus and any amendment to will not, at the Form F-4 and time the Proxy Statement/-Prospectus filed is mailed, contain any untrue statement of a material fact or omit to state any material fact necessary in response theretoorder to make the statements therein not misleading. If FTAC, PGHL or the Company becomes aware that any The information contained to be provided by Partners for inclusion in the Form F-4 and the Proxy Statement/-Prospectus shall have become false or misleading in any material respect or that will not, at the Form F-4 and time the Proxy Statement/-Prospectus is required mailed, contain any untrue statement of a material fact or omit to be amended state any material fact necessary in order to comply with applicable Lawmake the statements therein not misleading. The information supplied, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not or to be unreasonably withheldsupplied, delayed by or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to FCLF for inclusion or incorporation by reference in the Form F-4 and Applications will, at the Proxy Statement/Prospectus promptly after time such documents are filed with any Regulatory Authority, be accurate in all material respects. The information supplied, or to be supplied, by Partners for inclusion in the receipt of Applications will, at the time such comments and documents are filed with any Regulatory Authority, be accurate in all material respects. FCLF shall give Partners and its counsel, which may be any independent third-party counsel selected by the other parties a reasonable Board of Directors of Partners, the opportunity to review and comment on any proposed written or oral responses to such comments and the Proxy Statement-Prospectus prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is being filed with the SEC and shall give Partners and its counsel the opportunity to keep the Form F-4 effective through the Closing in order review and comment on all amendments and supplements to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FCLF, and Partners agrees to use all reasonable efforts, after consultation with the rules other party hereto, to respond promptly to all such comments of and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after requests by the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/-Prospectus and all required amendments and supplements thereto to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock mailed to the FTAC Charter amendment as promptly as Partners Stockholders entitled to vote at the Partners Stockholders Meeting, referred to in Section 8.1 hereof at the earliest practicable after time. Notwithstanding anything contained herein to the contrary, counsel for FCLF shall have the final decision on the text and format of the Proxy Statement/-Prospectus, any amendments and supplements thereto, and any responses to comments from the SEC. 8.2.4 Partners and FCLF shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus is disseminated or the Merger Registration Statement contains any untrue statement of a material fact or omits to FTAC’s stockholdersstate a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Partners shall fully cooperate with FCLF in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FCLF shall file an amended Merger Registration Statement with the SEC that corrects such misstatement or omission and Partners shall mail an amended Proxy Statement-Prospectus to the Partners Stockholders.

Proxy Statement/Prospectus. (ia) As soon as practicable after the execution of this Agreement, XXXXXXXXX.XXX and Explore shall mutually cooperate in jointly preparing and filing with the United States Securities and Exchange Commission (the "Commission") of a proxy statement and prospectus on the appropriate form of registration statement required under the Securities Act of 1933 (the "Proxy ---------------------- Statement/Prospectus"). The Proxy Statement/Prospectus shall constitute a disclosure document for the offer and issuance of the shares of Explore Common Stock to be received by the holders of the capital stock of XXXXXXXXX.XXX in the Acquisition and for the other transactions contemplated by this Agreement. As promptly as practicable following after comments, if any, are received from the execution Commission with respect to such Proxy Statement/Prospectus and delivery after the furnishing by XXXXXXXXX.XXX and Explore of this Agreement (all information required to be contained therein, XXXXXXXXX.XXX and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) Explore shall prepare and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SECCommission the Registration Statement, in which the Form F-4 Proxy Statement/Prospectus shall be included, in connection with the registration under the Securities Act of the Company shares of Explore Common Shares Stock to be issued under this Agreement and to the effect holders of the Transactions on capital stock of XXXXXXXXX.XXX pursuant to the FTAC WarrantsAcquisition. Explore and XXXXXXXXX.XXX shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders shall take all or any action required under any applicable federal or state securities laws in connection with the opportunity to redeem shares issuance of FTAC Class A Explore Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior pursuant to the date of Acquisition. As promptly as practicable after the Special Meeting (the “FTAC Stockholder Redemption”); Registration Statement shall have become effective, Explore and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned XXXXXXXXX.XXX shall each mail or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose cause to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and mailed the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTACtheir respective Shareholders. (ii) Each of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Agreement, 2020), FTAC, PGHL SPAC and the Company shall use reasonable best efforts to prepare, and the Company SPAC shall file with the SEC, (A) a registration statement, including a proxy statement/prospectus of SPAC (as amended or supplemented, the “Proxy Statement/Prospectus”), on Form F-4 in connection with S-4 (as such filing is amended or supplemented, the registration “Registration Statement”) for the purposes of (I) registering under the Securities Act of (1) the Company Common Ordinary Shares to be issued under this Agreement pursuant to Article III, (2) the SPAC Warrants and the effect Ordinary Shares to be issued upon the exercise or settlement of the Transactions on the FTAC such SPAC Warrants, which Form F-4 will also contain (3) the Proxy Statement/Prospectus which will be included therein as a prospectus Convertible Loan Shares, (4) the Converted RSUs, (5) the Converted Warrant, and which will be used as a proxy statement for (6) the Special Meeting with respect toConverted Options (collectively, among other things: the “Registration Shares”), (AII) providing FTAC’s stockholders the SPAC Shareholders with notice of the opportunity to redeem shares of FTAC SPAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting Shares (the “FTAC Stockholder SPAC Shareholder Redemption”); , and (BIII) soliciting proxies from holders of FTAC Common Stock SPAC Class A Shares to vote at the Special Meeting, as adjourned or postponed, Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate amended and restated memorandum and articles of Incorporation in association of the form of FTAC Charter attached as Exhibit C heretoSPAC; (3) approving the approval issuance of SPAC Class A Shares in connection with the adoption Business Combination in compliance with the applicable provisions of Nasdaq Rule 5635; (5) approving the NEW 2024 Omnibus Incentive Plan Plan; (4) the election of seven (7) directors to serve on SPAC’s board of directors following the Closing ((1) through (4), the “Omnibus Incentive Plan ProposalRequired SPAC Shareholder Matters”); (5) certain other advisory proposals for additional amendments to the amended and restated memorandum and articles of association of the SPAC upon the Closing; (46) any other proposals the Parties agree are deem necessary or desirable to consummate the Transactions Transactions; and (7) the adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (collectively, the “FTAC Stockholder SPAC Shareholder Matters”). Without the prior written consent of the CompanyCompany (each such consent not to be unreasonably withheld, FTAC Stockholder conditioned or delayed), the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which FTAC SPAC shall propose to be acted on by FTACSPAC’s stockholders shareholders at the Special Meeting. SPAC shall make all other necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Registration Statement and the Proxy Statement/Prospectus will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. SPAC shall cause the Proxy Statement/Prospectus to be mailed to the SPAC Shareholders of record, as adjourned or postponed. of the record date to be established by the board of directors of SPAC in accordance with SPAC’s Governing Documents, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (ii) Each of FTAC, PGHL SPAC and the Company shall use its reasonable best efforts to cause the Form F-4 Registration Statement and the Proxy Statement/Prospectus Statement to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 Registration Statement effective as long as is necessary to consummate the Transactions. Each of FTACSPAC and Merger Sub, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party Party in connection with such actions and the preparation of the Form F-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities ActEach of SPAC, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the Company Merger Sub shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioned), delayed) any response to comments of the SEC or its staff with respect to the Form F-4 Registration Statement and the Proxy Statement/Prospectus and any amendment to the Form F-4 Registration Statement and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL SPAC or the Company becomes aware that any information contained in the Form F-4 and Registration Statement or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and Registration Statement or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawlaw, then (xi) such party Party shall promptly inform the other parties Parties and (yii) FTACSPAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioneddelayed) an amendment or supplement to the Form F-4 and Registration Statement or the Proxy Statement/ProspectusProspectus contained therein (in each case including documents incorporated by reference therein). FTAC, PGHL SPAC and the Company shall use reasonable best efforts to cause the Form F-4 Registration Statement and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common StockSPAC shareholders, as applicable, in each case pursuant to applicable Law law and subject to the terms and conditions of this Agreement and the FTAC Organizational SPAC’s Governing Documents. Each of the Company, PGHL Company and FTAC SPAC shall provide the other parties Parties with copies of any written comments, and shall inform such other parties Parties of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form F-4 and Registration Statement or the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Agreement, 2020)Avalon, FTAC, PGHL and the Company BCG shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 S-4 in connection with the registration under the Securities Act of the Company Common Shares Shares, Series A Preferred Stock and Company Warrants to be issued under this Agreement and the effect of the Transactions on the FTAC Avalon Warrants (and Company Common Shares underlying the Avalon Warrants), which Form F-4 S-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders the Avalon Stockholders with the opportunity to redeem shares of FTAC Avalon Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Avalon Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Avalon Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C heretothe Avalon Organizational Documents; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); (4) to the extent required, the issuance of securities pursuant to the PIPE Investment and the Asset PIPE Financing; (5) the pre-approval of the Company’s ordinary course equity issuances in connection with financing the liquidity of alternative assets following consummation of the Mergers; and (46) any other proposals the Parties agree that are reasonably necessary or desirable to consummate the Transactions (collectively, the “FTAC Avalon Stockholder Matters”). Without the prior written consent of BCG, the Company, FTAC Avalon Stockholder Matters shall be the only matters (other than procedural matters) which FTAC Axxxxx shall propose to be acted on by FTAC’s stockholders the Avalon Stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL Avalon and the Company BCG shall use its reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 S-4 effective as long as is necessary to consummate the Transactions. Each of FTACAvalon, on the one hand, and PGHL and the CompanyBCG, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 S-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 S-4 is declared effective under the Securities Act, FTAC, PGHL Avalon and the Company BCG shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTACthe Avalon Stockholders. (ii) Each of FTAC, PGHL Avalon and the Company BCG shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 S-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL Avalon or the Company BCG becomes aware that any information contained in the Form F-4 S-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 S-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, Avalon and PGHL and the Company, on the other hand, BCG shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 S-4 and the Proxy Statement/Prospectus. FTAC, PGHL Avalon and the Company BCG shall use reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Avalon Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Avalon Organizational Documents. Each of the Company, PGHL BCG and FTAC Avalon shall provide the other parties party with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL Avalon and the Company BCG shall use reasonable best efforts to cause the Form F-4 S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC Avalon shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company BCG shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTACAvalon, PGHL and the Company BCG shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders the Avalon Stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a8.04(a) (other than the audited financial statements for the year ended December 31, 2020) and (ii) December 31February 16, 20202021), FTAC, PGHL Tempo, the Tempo Blockers and the Company shall use reasonable best efforts to prepare, and the Company shall file confidentially submit with the SEC, the Form F-4 S-4 in connection with the registration under the Securities Act of the Company Common Shares Stock to be issued under this Agreement (including, for the avoidance of doubt, (1) all shares of Company Class A Common Stock, (2) all shares of Company Class A Common Stock issuable upon conversion of any shares of Company Class B Common Stock, shares of Company Class Z Common Stock, New Tempo Class B-1 Units or New Tempo Class B-2 Units and (3) all shares of Company Class A Common Stock issuable upon the exchange of any New Tempo Class A Units) and the effect of the Transactions on the FTAC Warrants, which Form F-4 S-4 will contain (i) a consent solicitation statement in connection with the solicitation of the Tempo Blocker Written Consents and the Tempo Written Consent and (ii) also contain the Proxy Statement/Prospectus Consent Solicitation Statement/Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock (effective upon the consummation of the Transactions) by tendering delivering an election to redeem in respect of such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of the FTAC Charter attached as Exhibit C hereto; (3) the approval of each issuance of Company Common Stock, and securities convertible into or exchangeable for Class A common stock, FTAC Common Stock, shares of Class C Common Stock of FTAC or the FTAC Surviving Corporation or New Tempo Class C Units solely to the extent such issuance requires a separate vote under SEC or NYSE rules (including approval of the issuance of Company Common Stock pursuant to the PIPE Subscription Agreements and Additional Cannae Subscription Agreement, each issuance of Company Common Stock under each Permitted Equity Financing Subscription Agreement and approval of each other issuance that is subject to the SEC’s or the NYSE’s related party transaction rules) (the proposals contemplated by clauses (1) through (3), collectively, the “Required FTAC Stockholder Approvals”); (4) the approval of each provision of the Company Charter that reasonably requires a separate vote under SEC or NYSE rules; (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (46) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (clauses (1) through (6), collectively, the “FTAC Stockholder Matters”). Without the prior written consent of Tempo, the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL FTAC and the Company shall use its reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 S-4 effective as long as is necessary to consummate the Transactions. Each Subject to Section 10.01(f), each of FTAC, on the one hand, and PGHL FTAC and the Company, on Tempo and the other hand, Tempo Blockers shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. Promptly after the Form F-4 S-4 is declared effective under the Securities Act, Tempo, FTAC, PGHL the Tempo Blockers and the Company shall use reasonable best efforts to cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be mailed to stockholders of FTACFTAC and to the equityholders of Tempo and the Tempo Blockers. (ii) Each of FTAC, PGHL Tempo, and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus and any amendment to the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus filed in response thereto. If FTAC, PGHL Tempo, the Tempo Blockers or the Company becomes aware that any information contained in the Form F-4 and S-4 or the Proxy Statement/Consent Solicitation Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and S-4 or the Proxy Statement/Consent Solicitation Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTACFTAC and the Company, on the one hand, and PGHL and the CompanyTempo, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. FTAC, PGHL FTAC and the Company shall use reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL Company and FTAC shall provide the other parties parties, including Tempo, with copies of any written comments, and shall inform such other parties parties, including Tempo, of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus promptly after the receipt of such comments and shall give the other parties parties, including Tempo, a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL the Company, Tempo and the Company Tempo Blockers shall use reasonable best efforts to cause the Form F-4 S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement Statement/Consent Solicitation Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Proxy Statement/Consent Solicitation Statement/Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL FTAC and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b10.03(b)), and (ii) cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable LawLaw and (iii) consult and mutually agree with Tempo with respect to the foregoing. FTAC shall obtain the written consent of the holders of the FTAC Class B Common Stock to the adoption and approval of the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Consent Solicitation Statement/Prospectus is disseminated to FTAC’s stockholdersstockholders and in any event prior to the Closing.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to thirty (30) days after the later date of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31this Agreement, 2020)VOSO, FTAC, PGHL Wejo and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 S-4 in connection with the registration under the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC VOSO Warrants, which Form F-4 S-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTACVOSO’s stockholders with the opportunity to redeem shares of FTAC VOSO Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC VOSO Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC VOSO Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC VOSO Charter attached as Exhibit C B hereto; (3) the approval of the adoption of the Omnibus Equity Incentive Plan (the “Omnibus Equity Incentive Plan Proposal”), the ESPP (the “ESPP Proposal”) and the XXXX Scheme (the “XXXX Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC VOSO Stockholder Matters”). Without the prior written consent of the Company, FTAC VOSO Stockholder Matters shall be the only matters (other than procedural matters) which FTAC VOSO shall propose to be acted on by FTACVOSO’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTACVOSO, PGHL Wejo and the Company shall use its reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Prospectus Prospectus, as applicable, to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 S-4 effective as long as is necessary to consummate the Transactions. Each of FTACVOSO, on the one hand, and PGHL Wejo and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party Party in connection with such actions and the preparation of the Form F-4 S-4 and the Proxy Statement/Prospectus, as applicable. Promptly after the Form F-4 S-4 is declared effective under the Securities Act, FTAC, PGHL VOSO and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTACVOSO. (ii) Each of FTACVOSO, PGHL Wejo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 S-4 and the Proxy Statement/Prospectus filed in response thereto. If FTACVOSO, PGHL Wejo or the Company becomes aware that any information contained in the Form F-4 S-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 S-4 and the Proxy Statement/Prospectus is are required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTACVOSO, on the one hand, and PGHL Wejo and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 S-4 and the Proxy Statement/Prospectus. FTACVOSO, PGHL Wejo and the Company shall use reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC VOSO Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC VOSO Organizational Documents. Each of the Company, PGHL Wejo and FTAC VOSO shall provide the other parties Parties with copies of any written comments, and shall inform such other parties Parties of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTACVOSO, PGHL Wejo and the Company shall use reasonable best efforts to cause the Form F-4 S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 S-4 effective through the Closing in order to permit the consummation of the transactions contemplated herebyTransactions. (iii) FTAC VOSO shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTACVOSO, PGHL Wejo and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 thirty-five (35) days following the SEC Clearance Date (subject to Section 9.03(b))Date, and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTACVOSO’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (Agreement, the Parent shall prepare and in any event on or prior file with the SEC a proxy statement to be sent to the later stockholders of (i) the third (3rd) Business Day following the delivery each of the financial statements pursuant Parent and the Company relating to the first sentence meeting of Section 7.04(athe stockholders, as applicable, and a Registration Statement on Form S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (iior a newly filed S-8 Registration Statement, as applicable), of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”), and each of the Company and the Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by the Parent with the SEC in connection with the Offer and the other transactions contemplated hereby including the S-1 Registration Statement and S-3 Registration Statement (the “Other Filings”) December 31as required by the 1933 Act or the United States Exchange Act; provided, however, that the Series B Warrants and the Series B Warrant Shares shall not be included on the S-4 Registration Statement but shall be included on an S-1 Registration Statement or S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the Noteholder will be registered on the S-4 Registration Statement; provided, however, that the Series B Warrants and the Series B Warrant Shares will not be included in the S-4 Registration Statement but will be included on an S-1 Registration Statement or S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer and the terms of such registration shall be acceptable to the Noteholder. The S-4 Registration Statement shall amend the previously filed Registration Statement on Form S-4 filed by the Parent with the SEC on May 28, 2020), FTAC, PGHL . The Parent and the Company shall use reasonable best efforts to prepare, and the Company shall file cooperate with the SEC, the Form F-4 each other in connection with the registration under the Securities Act preparation of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein and any Other Filings. Each Party shall as a prospectus and which will be used promptly as a proxy statement for reasonably practicable notify the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with Party of the opportunity to redeem shares receipt of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time any oral or written comments from the staff of the SEC on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned S-4 Registration Statement or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”)Other Filing. Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL The Parent and the Company shall also use its their reasonable best commercially reasonable efforts to satisfy prior to the effective date of the S-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Offer and to consummate the other transactions contemplated hereby. (b) The Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement/Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the S-4 Registration Statement and Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus is first mailed to the Parent Stockholders, at the time of the Parent 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by the Company to the Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the Form F-4 S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing SEC and to keep respond promptly to any comments of the Form F-4 effective as long as is necessary to consummate the TransactionsSEC or its staff. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company Parties shall use commercially reasonable best efforts to cause the S-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement/Prospectus to be mailed to Parent Stockholders as promptly as practicable after the SEC declares the S-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, such Party’s Subsidiaries and such Party’s stockholders of FTAC. (ii) Each of FTAC, PGHL and that may be required or reasonably requested in connection with any action contemplated by this Section 7.13. If any event relating to the Parent or the Company occurs, or if the Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then the Parent or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate and mutually agree upon (with one another in filing such agreement amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. No filing of, or amendment or supplement to, the S-4 Registration Statement and/or Proxy Statement/Prospectus will be made by the Parent without the prior written consent of the Company, which consent shall not to be unreasonably withheld, delayed conditioned or conditioned)delayed. (c) The Company shall reasonably cooperate with the Parent and provide, any response and require its Representatives, advisors, accountants and attorneys to comments of provide, the SEC or Parent and its staff Representatives, advisors, accountants and attorneys, with respect all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus and any amendment or reasonably requested from the Parent to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus filed in response theretoProspectus. If FTAC, PGHL or The information provided by the Company becomes aware that any information contained to be included in the Form F-4 and S-4 Registration Statement and/or the Proxy Statement/Prospectus shall have become false not contain any untrue statement of a material fact or misleading in omit to state any material respect or that the Form F-4 and the Proxy Statement/Prospectus is fact required to be amended stated therein or necessary in order to comply with applicable Lawmake the statements made therein, then in light of the circumstances under which they were made, not misleading. (xd) such party The Obligations of the Parent and Company described in this Section 7.13 shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement apply to the Form F-4 S-1 Registration Statement and the Proxy S-3 Registration Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated herebymutatis mutandum. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) tenth Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31September 15, 20202023), FTACCCVII, PGHL CorpAcq Holdco and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the registration under the Securities Act of the Company Common Ordinary Shares, Company Public Warrants and Company Class C-1 Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsAgreement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the following: (1) the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders the CCVII Stockholders with the opportunity to redeem shares of FTAC CCVII Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2but accounting for any valid withdrawals thereof) Business Days prior to the date of in connection with the Special Meeting and accordance with the CCVII Organizational Documents and Trust Agreement (the “FTAC CCVII Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC CCVII Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of a proposal to adopt this Agreement and approve the Transactions (the “Business Combination Proposal”), (2) a proposal to adjourn the Special Meeting (x) to ensure that any supplement or amendment to the Proxy Statement/Prospectus that the board of directors of CCVII has determined in good faith is required by applicable Law to be disclosed to the CCVII Stockholders and for such supplement or amendment to be promptly disseminated to the CCVII Stockholders prior to the Special Meeting; (y) if, as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of CCVII Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting; or (z) in order to solicit additional proxies from the CCVII Stockholders for purposes of obtaining approval of the Transactions; (2) the amendment Business Combination Proposal and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC CCVII Stockholder Matters”). Without the prior written consent of CorpAcq Holdco, the Company, FTAC CCVII Stockholder Matters shall be the only matters (other than procedural matters) which FTAC CCVII shall propose to be acted on by FTAC’s stockholders the CCVII Stockholders at the Special Meeting, as adjourned or postponed; and (2) the CCVII Warrantholders Meeting with respect to, among other things, soliciting proxies from the holders of CCVII Public Warrants to vote at the CCVII Warrantholders Meeting, as adjourned or postponed, to obtain the Requisite CCVII Warrantholder Approval. Each of FTACCCVII, PGHL CorpAcq Holdco and the Company shall use its reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTACCCVII, on the one hand, and PGHL and the CompanyCorpAcq Parties, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTACCCVII, PGHL CorpAcq Holdco and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTACCCVII, PGHL CorpAcq Holdco or the Company becomes aware that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party Party shall promptly inform the other parties Parties and (y) FTACCCVII, on the one hand, and PGHL CorpAcq Holdco and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL CCVII and the Company CorpAcq Parties shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the CCVII Stockholders and holders of shares of FTAC Common StockCCVII Public Warrants, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC CCVII Organizational Documents. Each of CCVII and the Company, PGHL and FTAC CorpAcq Parties shall provide the other parties with copies of any written comments, and shall inform such the other parties of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC Promptly after the Form F-4 is declared effective under the Securities Act (such date, the “SEC Clearance Date”), CCVII shall file the Proxy Statement forming part of the Proxy Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Act and the Company shall file the Prospectus forming part of the Proxy Statement/Prospectus and any supplement thereto pursuant to Rule 424. FTACCCVII, PGHL CorpAcq Holdco and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date)practicable, (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a Special Meeting and the CCVII Warrantholders Meeting, in each case, on a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders the CCVII Stockholders and holders of CCVII Public Warrants in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Agreement, 2020), FTAC, PGHL AAC and the Company shall use reasonable best efforts to prepare, and shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company Company, as applicable), and AAC shall file with the SEC, the Form F-4 S-4 in connection with the registration under the Securities Act of the Company Common AAC Class A Ordinary Shares to be issued under this Agreement and the effect of the Transactions on the FTAC AAC Warrants, which Form F-4 S-4 will also contain (subject to Section 9.03(a)iv)) the Proxy Statement/Prospectus Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders AAC Shareholders with the opportunity to redeem shares of FTAC AAC Class A Common Stock Ordinary Shares (effective upon the consummation of the Transactions) by tendering delivering an election to redeem in respect of such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder AAC Shareholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock AAC Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation AAC Organizational Documents in the form of FTAC Charter the AAC Bye-Laws attached as Exhibit C heretoA hereto (including the approval of each provision of the AAC Bye-Laws that reasonably requires a separate vote under SEC or NYSE rules); (3) the issuance of AAC Class A Ordinary Shares in connection with the Merger and the Cannae Backstop Agreement, in each case, including as may be required under the NYSE; (4) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”) (the proposals contemplated by clauses (1) through (4), collectively, the “Required AAC Shareholder Approvals”); (5) the adoption and approval of any other proposals as the SEC (4or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus, the Form S-4 or correspondence related thereto; (6) any other proposals the Parties agree are necessary or desirable to consummate the Transactions Transactions; and (7) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (clauses (1) through (7), collectively, the “FTAC Stockholder AAC Shareholder Matters”). Without the prior written consent of the Company, FTAC Stockholder the AAC Shareholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which FTAC AAC shall propose to be acted on by FTAC’s stockholders AAC Shareholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL AAC and the Company shall use its reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 S-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one hand, and PGHL AAC and the Company, on the other hand, Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 S-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 S-4 is declared effective under the Securities Act, FTAC, PGHL AAC and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders shareholders of FTACAAC and to the equityholders of the Company. (ii) Each of FTAC, PGHL AAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 S-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL AAC or the Company becomes aware that any information contained in the Form F-4 and S-4 or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and S-4 or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties parties, and (y) FTAC, on the one hand, and PGHL AAC and the Company, on the other hand, Company shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 S-4 and the Proxy Statement/Prospectus. FTAC, PGHL AAC and the Company shall use reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common StockAAC Ordinary Shares, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC AAC Organizational Documents. Each of the Company, PGHL Company and FTAC AAC shall provide the other parties parties, including the Company, with copies of any written comments, and shall inform such other parties parties, including the Company, of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties parties, including the Company, a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL AAC and the Company shall use reasonable best efforts to cause the Form F-4 S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC AAC shall file the Proxy Statement Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL AAC and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL applicable Law for a date no later than 35 thirty-five (35) days following the SEC Clearance Date (subject to Section 9.03(b10.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders AAC Shareholders in compliance with applicable Law. FTAC , and (iii) consult and mutually agree with the Company with respect to the foregoing. (iv) The Company shall obtain the written consent be permitted to prepare and mail to equityholders of the holders Company a separate consent solicitation statement in connection with the solicitation of the Class B Common Stock Company Written Consent (which such statement shall not, unless otherwise agreed by the Parties, be included in the Form S-4 or otherwise filed with the SEC). With respect to the FTAC Charter amendment foregoing, each of AAC and the Company shall cooperate, consult and mutually agree with each other to the same extent as promptly as practicable after if the Proxy Statement/Prospectus is disseminated to FTAC’s stockholdersconsent solicitation statement were included in the Form S-4.

Proxy Statement/Prospectus. (ia) As soon as practicable after the execution of this Agreement, XXXXXXXXX.XXX and Explore shall mutually cooperate in jointly preparing and filing with the United States Securities and Exchange Commission (the "Commission") of a proxy statement and prospectus on the appropriate form of registration statement required under the Securities Act of ----------------- 1933 (the "Proxy Statement/Prospectus"). The Proxy ---- Statement/Prospectus shall constitute a disclosure document for the offer and issuance of the shares of Explore Common Stock to be received by the holders of the capital stock of XXXXXXXXX.XXX in the Acquisition and for the other transactions contemplated by this Agreement. As promptly as practicable following after comments, if any, are received from the execution Commission with respect to such Proxy Statement/Prospectus and delivery after the furnishing by XXXXXXXXX.XXX and Explore of this Agreement (all information required to be contained therein, XXXXXXXXX.XXX and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) Explore shall prepare and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SECCommission the Registration Statement, in which the Form F-4 Proxy Statement/Prospectus shall be included, in connection with the registration under the Securities Act of the Company shares of Explore Common Shares Stock to be issued under this Agreement and to the effect holders of the Transactions on capital stock of XXXXXXXXX.XXX pursuant to the FTAC WarrantsAcquisition. Explore and XXXXXXXXX.XXX shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders shall take all or any action required under any applicable federal or state securities laws in connection with the opportunity to redeem shares issuance of FTAC Class A Explore Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior pursuant to the date of Acquisition. As promptly as practicable after the Special Meeting (the “FTAC Stockholder Redemption”); Registration Statement shall have become effective, Explore and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned XXXXXXXXX.XXX shall each mail or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose cause to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and mailed the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTACtheir respective Shareholders. (ii) Each of FTAC, PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this the Original Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a8.04(a) (other than the audited financial statements for the year ended December 31, 2020) and (ii) December 31February 16, 20202021), FTAC, PGHL Tempo, the Tempo Blockers and the Company shall use reasonable best efforts to prepare, and the Company shall file confidentially submit with the SEC, the Form F-4 S-4 in connection with the registration under the Securities Act of the Company Common Shares Stock to be issued under this Agreement (including, for the avoidance of doubt, (1) all shares of Company Class A Common Stock, (2) all shares of Company Class A Common Stock issuable upon conversion of any shares of Company Class B Common Stock, shares of Company Class Z Common Stock, New Tempo Class B-1 Units or New Tempo Class B-2 Units and (3) all shares of Company Class A Common Stock issuable upon the exchange of any New Tempo Class A Units) and the effect of the Transactions on the FTAC Warrants, which Form F-4 S-4 will contain (i) a consent solicitation statement in connection with the solicitation of the Tempo Blocker Written Consents (other than the Tempo Blocker Written Consent in respect of Tempo Blocker 4) and the Tempo Written Consent and (ii) also contain the Proxy Statement/Prospectus Consent Solicitation Statement/Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock (effective upon the consummation of the Transactions) by tendering delivering an election to redeem in respect of such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of the FTAC Charter attached as Exhibit C hereto; (3) the approval of each issuance of Company Common Stock, and securities convertible into or exchangeable for Class A common stock, FTAC Common Stock, shares of Class C Common Stock of FTAC or the FTAC Surviving Corporation or New Tempo Class C Units solely to the extent such issuance requires a separate vote under SEC or NYSE rules (including approval of the issuance of Company Common Stock pursuant to the PIPE Subscription Agreements and Additional Cannae Subscription Agreement, each issuance of Company Common Stock under each Permitted Equity Financing Subscription Agreement and approval of each other issuance that is subject to the SEC’s or the NYSE’s related party transaction rules) (the proposals contemplated by clauses (1) through (3), collectively, the “Required FTAC Stockholder Approvals”); (4) the approval of each provision of the Company Charter that reasonably requires a separate vote under SEC or NYSE rules; (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (46) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (clauses (1) through (6), collectively, the “FTAC Stockholder Matters”). Without the prior written consent of Tempo, the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL FTAC and the Company shall use its reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 S-4 effective as long as is necessary to consummate the Transactions. Each Subject to Section 10.01(f), each of FTAC, on the one hand, and PGHL FTAC and the Company, on Tempo and the other hand, Tempo Blockers shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. Promptly after the Form F-4 S-4 is declared effective under the Securities Act, Tempo, FTAC, PGHL the Tempo Blockers and the Company shall use reasonable best efforts to cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be mailed to stockholders of FTACFTAC and to the equityholders of Tempo and the Tempo Blockers. (ii) Each of FTAC, PGHL Tempo, and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus and any amendment to the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus filed in response thereto. If FTAC, PGHL Tempo, the Tempo Blockers or the Company becomes aware that any information contained in the Form F-4 and S-4 or the Proxy Statement/Consent Solicitation Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and S-4 or the Proxy Statement/Consent Solicitation Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTACFTAC and the Company, on the one hand, and PGHL and the CompanyTempo, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. FTAC, PGHL FTAC and the Company shall use reasonable best efforts to cause the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL Company and FTAC shall provide the other parties parties, including Tempo, with copies of any written comments, and shall inform such other parties parties, including Tempo, of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus promptly after the receipt of such comments and shall give the other parties parties, including Tempo, a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL the Company, Tempo and the Company Tempo Blockers shall use reasonable best efforts to cause the Form F-4 S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement Statement/Consent Solicitation Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Proxy Statement/Consent Solicitation Statement/Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL FTAC and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b10.03(b)), and (ii) cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable LawLaw and (iii) consult and mutually agree with Tempo with respect to the foregoing. FTAC shall obtain the written consent of the holders of the FTAC Class B Common Stock to the adoption and approval of the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Consent Solicitation Statement/Prospectus is disseminated to FTAC’s stockholdersstockholders and in any event prior to the Closing.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution and delivery date of this Agreement (Agreement, the Parent shall prepare and in any event on or prior file with the SEC a proxy statement to be sent to the later stockholders of (i) the third (3rd) Business Day following the delivery each of the financial statements pursuant Parent and the Company relating to the first sentence meeting of Section 7.04(athe stockholders, as applicable, and a Registration Statement on Form S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (ii) December 31or a newly filed S-8 Registration Statement, 2020as applicable), FTACof which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, PGHL the “Proxy Statement/Prospectus”), and each of the Company and the Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by the Parent with the SEC in connection with the Amalgamation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the United States Exchange Act. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the Noteholder will be registered on the S-4 Registration Statement. The Parent and the Company shall use reasonable best efforts to prepare, and the Company shall file cooperate with the SEC, the Form F-4 each other in connection with the registration under the Securities Act preparation of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC WarrantsS-4 Registration Statement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein and any Other Filings. Each Party shall as a prospectus and which will be used promptly as a proxy statement for reasonably practicable notify the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with Party of the opportunity to redeem shares receipt of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time any oral or written comments from the staff of the SEC on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned S-4 Registration Statement or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”)Other Filing. Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL The Parent and the Company shall also use its their reasonable best commercially reasonable efforts to satisfy prior to the effective date of the S-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Amalgamation and to consummate the other transactions contemplated hereby. 70 (b) The Parent covenants and agrees that the S-4 Registration Statement and Proxy Statement/Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the S-4 Registration Statement and Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus is first mailed to the Parent Stockholders, at the time of the Parent 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by the Company to the Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the Form F-4 S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing SEC and to keep respond promptly to any comments of the Form F-4 effective as long as is necessary to consummate the TransactionsSEC or its staff. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company Parties shall use commercially reasonable best efforts to cause the S-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement/Prospectus to be mailed to Parent Stockholders as promptly as practicable after the SEC declares the S-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, such Party’s Subsidiaries and such Party’s stockholders of FTAC. (ii) Each of FTAC, PGHL and that may be required or reasonably requested in connection with any action contemplated by this Section 7.15. If any event relating to the Parent or the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheldoccurs, delayed or conditioned), any response to comments of if the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL Parent or the Company becomes aware of any information, that any information contained should be disclosed in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the S-4 Registration Statement and/or Proxy Statement/Prospectus, then the Parent or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. FTACNo filing of, PGHL and or amendment or supplement to, the Company shall use reasonable best efforts to cause the Form F-4 and the S-4 Registration Statement and/or Proxy Statement/Prospectus as so amended or supplemented, to will be filed with made by the SEC and to be disseminated to Parent without the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each prior written consent of the Company, PGHL and FTAC which consent shall provide the other parties with copies of any written commentsnot be unreasonably withheld, and shall inform such other parties of any oral comments, that such party receives from the SEC conditioned or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated herebydelayed. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (ia) As soon as practicable after the execution of this Agreement, XXXX.XXX and Explore shall mutually cooperate in jointly preparing and filing with the United States Securities and Exchange Commission (the "Commission") of a proxy statement and prospectus on the appropriate form of registration statement required under the Securities Act of 1933 (the "Proxy Statement/Prospectus"). The Proxy Statement/Prospectus shall constitute a disclosure document for the offer and issuance of the shares of Explore Common Stock to be received by the holders of the capital stock of XXXX.XXX in the Merger and for the other transactions contemplated by this Agreement. As promptly as practicable following after comments, if any, are received from the execution Commission with respect to such Proxy Statement/Prospectus and delivery after the furnishing by XXXX.XXX and Explore of this Agreement (all information required to be contained therein, XXXX.XXX and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) Explore shall prepare and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SECCommission the Registration Statement, in which the Form F-4 Proxy Statement/Prospectus shall be included, in connection with the registration under the Securities Act of the Company shares of Explore Common Shares Stock to be issued under this Agreement and to the effect holders of the Transactions on capital stock of XXXX.XXX pursuant to the FTAC WarrantsMerger. Explore and XXXX.XXX shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders shall take all or any action required under any applicable federal or state securities laws in connection with the opportunity to redeem shares issuance of FTAC Class A Explore Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior pursuant to the date of Merger. As promptly as practicable after the Special Meeting (the “FTAC Stockholder Redemption”); Registration Statement shall have become effective, Explore and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned XXXX.XXX shall each mail or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose cause to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 and mailed the Proxy Statement/Prospectus to comply with the rules their respective stockholders. (b) Explore and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, XXXX.XXX shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall each use reasonable its best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) comply with applicable federal and state securities laws requirements. Each of FTACExplore and XXXX.XXX agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, PGHL and in the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments reasonable judgment of the SEC providing party or its staff counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with respect to the Form F-4 other's counsel and auditors in the preparation of the Proxy Statement/Prospectus. The information supplied by each of Explore and XXXX.XXX for inclusion in the Proxy Statement/Prospectus and any amendment to Registration Statement shall not, at (i) the Form F-4 and time the Proxy Statement/Prospectus filed in response thereto. If FTACRegistration Statement is declared effective, PGHL or (ii) the Company becomes aware that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and time the Proxy Statement/Prospectus is first mailed to the holders of capital stock of XXXX.XXX, (iii) the time of the XXXX.XXX Stockholders' Meeting, (iv) the time of the Explore Stockholders' meeting, and (v) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be amended stated therein or necessary in order to comply with applicable Law, then (x) such party shall make the statements therein not misleading. XXXX.XXX will promptly inform the other parties and (y) FTAC, on the one handadvise Explore, and PGHL and Explore will promptly advise XXXX.XXX, in writing if at any time prior to the Company, on the other hand, Effective Time either XXXX.XXX or Explore shall cooperate fully and mutually agree upon (such agreement not obtain knowledge of any facts that might make it necessary or appropriate to be unreasonably withheld, delayed or conditioned) an amendment amend or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended in order to make the statements contained or supplemented, incorporated by reference therein not misleading or to be filed comply with applicable law. (c) The Proxy Statement/Prospectus shall contain the SEC unanimous recommendation of the Board of Directors of XXXX.XXX that the XXXX.XXX stockholders approve the Merger and to be disseminated to this Agreement and the holders conclusion of shares the Board of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to Directors that the terms and conditions of the Merger are fair and reasonable to the stockholders of XXXX.XXX. The Proxy Statement/Prospectus shall contain the unanimous recommendation of the Board of Directors of Explore that the Explore stockholders approve the issuance of Common Stock to the XXXX.XXX stockholders and this Agreement and the FTAC Organizational Documents. Each conclusion of the Company, PGHL Board of Directors that the terms and FTAC shall provide conditions of the other parties with copies of any written comments, Merger are fair and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect reasonable to the Form F-4 and stockholders of Explore. Anything to the contrary contained herein notwithstanding, XXXX.XXX shall not include in the Proxy Statement/Prospectus promptly after any information with respect to Explore or its affiliates or associates, the receipt form and content of such comments and which information shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses not have been approved by Explore prior to such comments prior to responding inclusion. Anything to the SEC or its staff. FTACcontrary contained herein notwithstanding, PGHL and the Company Explore shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing not include in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus any information with respect to be disseminated XXXX.XXX or its affiliates or associates, the form and content of which information shall not have been approved by XXXX.XXX prior to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholderssuch inclusion.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable following the execution date hereof, Buyer and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts cooperate in preparing and each shall cause to prepare, and the Company shall file be filed with the SEC, the Form F-4 in connection with the registration under the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC Warrants, which Form F-4 will also contain Commission mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus which and Buyer shall prepare and file with the Commission the Form S-4. The Proxy Statement/Prospectus will be included therein as a prospectus in and which will be used as constitute a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date part of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, Form S-4 as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as adjourned or postponedBuyer's prospectus. Each of FTAC, PGHL Buyer and the Company shall use its commercially reasonable best efforts to cause the Form F-4 and have the Proxy Statement/Prospectus to comply with the rules and regulations promulgated cleared by the SEC, to have Commission and the Form F-4 S-4 declared effective under by the Securities Act Commission as promptly as practicable soon after such filing as practicable and to keep the Form F-4 S-4 effective as long as is necessary to consummate the TransactionsMerger and the transactions contemplated hereby. Each of FTACBuyer and Company shall, on the one handas promptly as practicable after receipt thereof, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by provide the other party in connection with such actions copies of any written comments, and the preparation advise each other of the Form F-4 and any oral comments, with respect to the Proxy Statement/ProspectusProspectus or Form S-4 received from the Commission. Promptly after The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form F-4 is declared effective under S-4 prior to filing such with the Securities ActCommission and will provide each other with a copy of all such filings made with the Commission. Notwithstanding any other provision herein to the contrary, FTACno amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and Company, PGHL and which approval shall not be unreasonably withheld or delayed; provided, however, that, with respect to documents filed by a party hereto that are incorporated by reference in the Company Form S-4 or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Buyer stockholders of FTAC. (iiif the Buyer Stockholder Approval is necessary or reasonably deemed desirable) Each of FTAC, PGHL and Company will use commercially reasonable efforts to cause the Company shall cooperate and mutually agree upon (such agreement not Proxy Statement/ Prospectus to be unreasonably withheldmailed to Company stockholders, delayed in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer or conditionedCompany, or any of their respective Affiliates (as defined in Section 9.1(a)), officers or directors, is discovered by Buyer or Company and such information should be set forth in an amendment or supplement to any response to comments of the SEC Form S-4 or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware so that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false of such documents would not include any misstatement of a material fact or misleading in omit to state any material respect or that fact necessary to make the Form F-4 and statements therein, in light of the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawcircumstances under which they were made, then (x) not misleading, the party hereto discovering such party information shall promptly inform notify the other parties and (y) FTAChereto and, on to the one handextent required by law, and PGHL and the Companyrules or regulations, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an appropriate amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company describing such information shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be promptly filed with the SEC and Commission and, to be the extent required by law, disseminated to the holders stockholders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law Buyer and subject Company. (b) Subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each fiduciary duties of the Company's Board of Directors under applicable law, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts duly take all lawful action to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Company Stockholders Meeting as soon as practicable on a date determined in accordance with the DGCL mutual agreement of Buyer and Company for a date no later than 35 days following the SEC Clearance Date (purpose of obtaining the Company Stockholder Approval and, subject to Section 9.03(b)5.2, shall take all lawful action, consistent with its fiduciary duties, to solicit the Company Stockholder Approval. The Board of Directors of Company shall recommend the adoption of the plan of Merger contained in this Agreement by the stockholders of Company (the "Company Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Buyer such recommendation, or (ii) cause take any action or make any statement in connection with the Proxy Statement/Prospectus Company Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in Company Recommendation"); provided, however, that the Board of Directors of Company may make a Change in Company Recommendation pursuant to Section 5.2 hereof and to effect any action permitted by Section 8.1 hereof. Notwithstanding any Change in Company Recommendation, this Agreement shall be disseminated submitted to FTAC’s the stockholders of Company at the Company Stockholders Meeting for the purpose of approving and adopting this Agreement and the Merger and nothing contained herein shall be deemed to relieve Company of such obligation unless terminated under Section 8.1. (c) If such Buyer Stockholder Approval is required under the DGCL or Nasdaq rules to consummate the Merger, Buyer shall duly take all lawful action to call, give notice of, convene and hold the Buyer Stockholders Meeting as soon as practicable on a date determined in compliance accordance with applicable Lawthe mutual agreement of Buyer and Company for the purpose of obtaining the Buyer Stockholder Approval and, shall take all lawful action, consistent with its fiduciary duties, to solicit the Buyer Stockholder Approval. FTAC If such Buyer Stockholder Approval is required under the DGCL or Nasdaq rules to consummate the Merger, the Board of Directors of Buyer shall obtain recommend that the written consent stockholders of Buyer amend the holders Certificate of Incorporation to increase the Class B authorized Buyer Common Stock and to permit the FTAC Charter amendment as promptly as practicable after issuance of Buyer Common Stock in the Proxy Statement/Prospectus is disseminated Merger (the "Buyer Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to FTAC’s stockholderswithdraw, modify or qualify) in any manner adverse to Company such recommendation or (ii) take any action or make any statement in connection with the Buyer Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in the Buyer Recommendation"); provided, however, that the Board of Directors of Buyer may make a Change in the Buyer Recommendation to effect any action permitted by Section 8.1 hereof.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31Agreement, 2020)SPAC, FTAC, PGHL TopCo and the Company shall use reasonable best efforts to prepare, and the Company TopCo shall file with the SEC, (A) a registration statement, including a proxy statement of SPAC/prospectus of TopCo (as amended or supplemented, the “Proxy Statement/Prospectus”), on Form F-4 in connection with S-4 (as such filing is amended or supplemented, the registration “Registration Statement”) for the purposes of (I) registering under the Securities Act the offer and issuance of (1) the Company Common TopCo Shares to be issued under this Agreement to Company Shareholders and SPAC Shareholders pursuant to Article II, (2) the Converted Warrants to be issued to holders of Company Warrants pursuant to Article II and the effect TopCo Shares to be issued upon the exercise of such Converted Warrants, (3) the TopCo Converted Warrants to be issued to holders of SPAC Warrants pursuant to Article II, and the TopCo Shares to be issued upon the exercise of such TopCo Converted Warrants, (4) the TopCo Shares to be issued upon settlement of the Transactions on Converted RSUs, and (5) the FTAC WarrantsTopCo Shares to be issued upon exercise of the Converted Options (collectively, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to“Registration Shares”), among other things: (AII) providing FTAC’s stockholders the SPAC Shareholders with notice of the opportunity to redeem shares of FTAC SPAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting Shares (the “FTAC Stockholder SPAC Shareholder Redemption”); , and (BIII) soliciting proxies from holders of FTAC Common Stock SPAC Class A Shares and the SPAC Class B Share to vote at the Special Meeting, as adjourned or postponed, Extraordinary Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement approval of the Certificate Amended and Restated Articles of Incorporation in the form of FTAC Charter attached as Exhibit C heretoTopCo (if necessary under Cayman Island law); (3) approving the approval New Incentive Plan; (4) the election of seven (7) directors to serve on TopCo’s board of directors following the adoption of the Omnibus Incentive Plan Closing (if necessary under Cayman Island law) ((1) through (4), the “Omnibus Incentive Plan ProposalRequired SPAC Shareholder Matters”); and (45) any other proposals the Parties agree are deem necessary or desirable to consummate the Transactions Transactions; and (6) the adjournment of the Extraordinary Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (collectively, the “FTAC Stockholder SPAC Shareholder Matters”). Without the prior written consent of the CompanyCompany (each such consent not to be unreasonably withheld, FTAC Stockholder conditioned or delayed), the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which FTAC SPAC shall propose to be acted on by FTACSPAC’s stockholders shareholders at the Special Extraordinary Meeting. TopCo or SPAC, as adjourned or postponedapplicable, shall make all other necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Registration Statement and the Proxy Statement/Prospectus will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. SPAC shall cause the Proxy Statement/Prospectus to be mailed to the SPAC Shareholders of record, as of the record date to be established by the board of directors of SPAC in accordance with SPAC’s Governing Documents, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (ii) Each of FTACSPAC, PGHL the Company, and the Company TopCo shall use its reasonable best efforts to cause the Form F-4 Registration Statement and the Proxy Statement/Prospectus Statement to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form F-4 Registration Statement effective as long as is necessary to consummate the Transactions. Each of FTACSPAC Party, on the one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party Party in connection with such actions and the preparation of the Form F-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities ActEach of SPAC, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC. (ii) Each of FTAC, PGHL and the Company TopCo shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioned), delayed) any response to comments of the SEC or its staff with respect to the Form F-4 Registration Statement and the Proxy Statement/Prospectus and any amendment to the Form F-4 Registration Statement and the Proxy Statement/Prospectus filed in response thereto. If FTACTopCo, PGHL SPAC or the Company becomes aware that any information contained in the Form F-4 and Registration Statement or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and Registration Statement or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawlaw, then (xi) such party Party shall promptly inform the other parties Parties and (yii) FTACSPAC and TopCo, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioneddelayed) an amendment or supplement to the Form F-4 and Registration Statement or the Proxy Statement/ProspectusProspectus contained therein (in each case including documents incorporated by reference therein). FTACTopCo, PGHL SPAC and the Company shall use reasonable best efforts to cause the Form F-4 Registration Statement and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common StockSPAC Shareholders, as applicable, in each case pursuant to applicable Law law and subject to the terms and conditions of this Agreement and the FTAC Organizational SPAC’s Governing Documents. Each of the Company, PGHL TopCo and FTAC SPAC shall provide the other parties Parties with copies of any written comments, and shall inform such other parties Parties of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form F-4 and Registration Statement or the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) FTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (iA) the third (3rd) three Business Day Days following the delivery of the financial statements pursuant to Required S1 Bank Financial Information and the first sentence of Section 7.04(a) Required Protected Bank Financial Information, and (iiB) December 31August 6, 20202000), FTAC, PGHL and the Company Xxxxxx shall use reasonable best efforts to preparefile, and the Company shall file each of S1 Holdco and Protected will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with Trebia to file, with the SEC, the a registration statement on Form F-4 S-4, proxy statement or other applicable form in connection with the registration under Mergers and in connection with the Securities Act of Special Meeting, including any amendments thereto (the Company Common Shares “Proxy Statement / Prospectus”) to be issued under this Agreement and sent to the effect shareholders of the Transactions on the FTAC Warrants, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for Trebia in advance of the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders Trebia Shareholders with the opportunity to redeem shares of FTAC Trebia Class A Common Stock Ordinary Shares by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Trebia Shareholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock Trebia Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement issuance of shares of Trebia Common Stock in connection with the Transactions as may be required under NYSE listing requirements; (3) the adoption of the Trebia Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C A hereto, (4) the approval of the issuance of Post-Closing RSUs and the Trebia RSUs contemplated to be issued pursuant to Section 3.01(g); (the proposals contemplated by clauses (1), (2), (3) and (4) collectively, the “Required Trebia Shareholder Approvals”); (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); (6) the election of the members of the Trebia Board as of the Closing in accordance with Section 12.09; (7) any other proposals that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Proxy Statement / Prospectus or in correspondence related thereto; and (4) 8) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (clauses (1) through (8), collectively, the “FTAC Stockholder Trebia Shareholder Matters”). Each of Txxxxx, X0 Holdco and Protected shall use its reasonable best efforts to cause the Proxy Statement / Prospectus to comply with the rules and regulations promulgated by the SEC. Without the prior written consent of S1 Holdco, the Company, FTAC Stockholder Trebia Shareholder Matters shall be the only matters (other than procedural matters) which FTAC Trebia shall propose to be acted on by FTACTrebia’s stockholders shareholders at the Special Meeting, as adjourned or postponed. Each The Proxy Statement / Prospectus will comply as to form and substance with the applicable requirements of FTAC, PGHL the SEC and the Company shall use its reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing thereunder and to keep the Form F-4 remain effective as long as is necessary to consummate the Transactions. Each of FTACTxxxxx, on the one hand, X0 Holdco and PGHL and the Company, on the other handProtected, shall furnish all information concerning it such party as may reasonably be requested by the other party parties in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Statement / Prospectus. Promptly after Trebia shall (I) file the Form F-4 is declared effective under definitive Proxy Statement / Prospectus with the Securities ActSEC, FTAC, PGHL and the Company shall use reasonable best efforts to (II) cause the Proxy Statement/Statement / Prospectus to be mailed to its stockholders of FTACrecord, as of the record date to be established by the board of directors of Trebia in accordance with Section 12.03(a)(iv), as promptly as practicable (but in no event later than three (3) Business Days unless otherwise required by applicable Law) following the date that the SEC clears such Proxy Statement / Prospectus (such earlier date, the “SEC Clearance Date”). (ii) Trebia will advise S1 Holdco promptly after it receives notice thereof, of: (A) the time when the Proxy Statement / Prospectus has been filed; (B) the filing of any supplement or amendment to the Proxy Statement / Prospectus; (C) any request by the SEC for amendment of the Proxy Statement / Prospectus; (D) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (E) requests by the SEC for additional information; and (F) the issuance of any stop order or the suspension of the qualification of the Trebia Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. (iii) Prior to filing with the SEC, Trebia will make available to S1 Holdco and Protected and their respective counsel drafts of the Proxy Statement / Prospectus and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide S1 Holdco and Protected and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Trebia shall not file any such documents with the SEC without the prior consent of S1 Holdco (such consent not to be unreasonably withheld, conditioned or delayed). Each of FTACTxxxxx, PGHL X0 Holdco and the Company Protected shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Statement / Prospectus and any amendment to the Form F-4 and the Proxy Statement/Statement / Prospectus filed in response thereto. If FTACIf, PGHL or at any time prior to the Company becomes aware that Special Meeting, there shall be discovered any information contained that should be set forth in the Form F-4 and an amendment or supplement to the Proxy Statement/Statement / Prospectus shall have become false so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or misleading in omit to state any material respect fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Trebia shall promptly file an amendment or supplement to the Proxy Statement / Prospectus containing such information. If, at any time prior to the Closing, Txxxxx, X0 Holdco or Protected discovers any information, event or circumstance relating to such Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or supplement to the Proxy Statement / Prospectus so that the Form F-4 and Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectus is required to be amended statements therein, in order to comply with applicable Lawlight of the circumstances under which they were made, not misleading, then (x) such party Party shall promptly inform the other parties Parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, each Party shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Statement / Prospectus. FTACTxxxxx, PGHL X0 Holdco and the Company Protected shall use reasonable best efforts to cause the Form F-4 Proxy Statement / Prospectus to be cleared by the SEC under the Securities Act and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective Exchange Act as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated herebySEC. (iiiiv) FTAC Trebia shall file the Proxy Statement on Schedule 14A / Prospectus in accordance with the rules and regulations of the Securities Act and the Exchange Act. The Company shall file the Prospectus Txxxxx, X0 Holdco and any supplement thereto pursuant to Rule 424. FTAC, PGHL and the Company Protected shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b12.01(a)), and (ii) cause the Proxy Statement/Statement / Prospectus to be disseminated to FTAC’s stockholders Trebia Shareholders in compliance with applicable Law. FTAC shall obtain the written consent of the holders of the Class B Common Stock to the FTAC Charter amendment as promptly as practicable after the Proxy Statement/Prospectus is disseminated to FTAC’s stockholders.