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.

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.

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.

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 A-91 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.

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, as adjourned or postponedthe Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 The Registration Statement and the Proxy Statement/Prospectus will comply as to comply form and substance with the applicable requirements of the Securities Act and the Exchange Act and 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 TransactionsSEC thereunder. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, SPAC 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 the SPAC Shareholders of FTACrecord, 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”).

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”).

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.

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.

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. Each of FTAC, PGHL and the Company shall use its reasonable best efforts to cause the Form F-4 The Registration Statement and the Proxy Statement/Prospectus will comply as to comply form and substance with the applicable requirements of the Securities Act and the Exchange Act and 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 TransactionsSEC thereunder. Each of FTAC, on the one hand, and PGHL and the Company, on the other hand, SPAC 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 the SPAC Shareholders of FTACrecord, 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”).

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 FTAC.the Avalon Stockholders. 61

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.

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 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 stockholders.