Common use of Registration Statement; Special Meeting Clause in Contracts

Registration Statement; Special Meeting. (a) Subject to receipt of the PCAOB Audited Financials, as promptly as practicable following the execution and delivery of this Agreement (and, in any event, no later than 30 days following the date hereof), New Pubco shall use its reasonable best efforts to prepare, with the assistance of Purchaser and the Company, and cause to be filed with the SEC, the Registration Statement. Each of New Pubco, Purchaser and the Company shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act and the Proxy Statement cleared of SEC comments as promptly as practicable after the filing of the Registration Statement, and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. New Pubco also shall use its reasonable best efforts to obtain all necessary state securities law or “blue sky” approvals required to consummate the Transactions. Each of New Pubco, Purchaser and the Company shall furnish all information concerning itself, its Subsidiaries, officers, directors, managers and equityholders as may be reasonably necessary or advisable in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, and the Company shall cause its directors, officers, and employees to be reasonably available to New Pubco, Purchaser, and their counsel in connection with the preparation and drafting of the Registration Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. Promptly after the Registration Statement is declared effective under the Securities Act, Purchaser will cause the Proxy Statement to be mailed to stockholders of Purchaser.

Registration Statement; Special Meeting. (a) Subject As soon as is reasonably practicable after receipt by KBL from PRWT and the Stockholders of all financial and other information relating to receipt PRWT and the Stockholders as KBL may reasonably request for its preparation, KBL and PRWT shall prepare and file with the SEC under the Securities Act, and with all other applicable regulatory bodies, a joint registration statement on Form S-4 and/or such other applicable form (the “Registration Statement”) under which both PRWT and KBL shall be registrants, with respect to the PRWT securities to be issued to the holders of KBL securities, which shall include proxy materials for the purpose of soliciting proxies from holders of KBL Common Stock to vote, at a meeting of the PCAOB Audited Financialsholders of KBL Common Stock to be called for such purpose (the “Special Meeting”), as promptly as practicable following in favor of, among other things, (i) the execution and delivery adoption of this Agreement and the approval of the Merger (and, in any event, no later than 30 days following the date hereof“KBL Stockholder Approval”), New (ii) the adoption of an Incentive Equity Plan (the “Pubco Plan”), (iii) the adoption of the amended and restated PRWT Articles of Incorporation and (iv) an adjournment proposal, if necessary. The Pubco Plan shall use provide that an aggregate of no less than 2,500,000 shares of PRWT Common Stock shall be reserved for issuance pursuant to the Pubco Plan. Such proxy materials shall be in the form of a proxy statement/prospectus to be used for the purposes of (1) soliciting proxies from holders of KBL Common Stock for the matters to be acted upon at the Special Meeting and (2) issuing PRWT Common Stock, PRWT Warrants and PRWT Units to the holders of the KBL securities upon conversion of same in connection with the Merger (the “Proxy Statement/Prospectus”). PRWT and its reasonable best efforts counsel shall be given an opportunity to preparereview, comment on and approve (such approval not to be unreasonably withheld or delayed) the Pubco Plan and the Registration Statement prior to its filing with the SEC. KBL, with the assistance of Purchaser and the CompanyPRWT, and cause shall promptly respond to be filed with the SEC, any SEC comments on the Registration Statement. Each of New Pubco, Purchaser Statement and the Company shall otherwise use its commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated be declared effective by the SEC, SEC as promptly as practicable. Each of KBL and PRWT shall also take any and all actions required to have satisfy the Registration Statement declared effective under requirements of the Securities Act and the Proxy Statement cleared Exchange Act. Prior to the Closing Date, PRWT and KBL shall cause the shares of SEC comments as promptly as practicable after PRWT Common Stock, PRWT Warrants and PRWT Units to be issued to the filing holders of KBL securities under this Agreement to be registered or qualified under all applicable Blue Sky Laws of each of the Registration Statementstates and territories of the United States in which it is believed, based on information furnished by KBL that holders of KBL securities reside and to keep the Registration Statement effective as long as is take any other such actions that may be necessary to consummate enable the Transactions. New Pubco also shall use its reasonable best efforts PRWT securities be issued pursuant to obtain all necessary state securities law or “blue sky” approvals required to consummate the Transactions. Each of New Pubco, Purchaser Merger and the Company shall furnish all information concerning itself, its Subsidiaries, officers, directors, managers and equityholders as may be reasonably necessary or advisable terms of this Agreement in connection each such jurisdiction. Filing fees with such actions and the preparation of respect to the Registration Statement and the Proxy Statement, blue sky filings shall be paid by KBL and the Company shall cause its directors, officers, and employees to be reasonably available to New Pubco, Purchaser, and their counsel PRWT in connection with the preparation and drafting of the Registration Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. Promptly after the Registration Statement is declared effective under the Securities Act, Purchaser will cause the Proxy Statement to be mailed to stockholders of Purchaserequal amounts.

Registration Statement; Special Meeting. (a) Subject As soon as is reasonably practicable after receipt by EdtechX from the Company of all financial and other information relating to receipt the Company as is necessary for its preparation, EdtechX and Holdco shall prepare and file with the SEC and with all other applicable regulatory bodies a registration statement on Form F-4 (“Registration Statement”) and file such Registration Statement with the SEC under the Securities Act, and with all other applicable regulatory bodies, for the purpose of registering the PCAOB Audited FinancialsHoldco Shares to be issued or issuable in the Mergers and include in such Registration Statement proxy materials for the purpose of soliciting proxies from EdtechX Stockholders to vote, as promptly as practicable following at a meeting of EdtechX Stockholders to be called and held for such purpose (the execution and delivery “Special Meeting”), in favor of (i) the adoption of this Agreement and the approval of the Mergers (and, in any event, no later than 30 days following the date hereof“Merger Proposal”), New Pubco (ii) the election to the board of directors of Holdco of the nine (9) individuals identified on Schedule 7.2 for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of the material differences between EdtechX’s Charter Documents and Holdco’s Charter Documents to be effective upon Closing (the “Charter Amendments Proposals”) and (iv) approval of any other proposals reasonably agreed by EdtechX and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, and Charter Amendments Proposals the “Stockholder Matters”). The Company shall use furnish to EdtechX all information concerning the Company as is necessary in connection with the preparation of the Registration Statement. The Company and its reasonable best efforts counsel shall be given an opportunity to preparereview, comment on the Registration Statement prior to its filing with the SEC. EdtechX and Holdco, with the assistance of Purchaser and the Company, and cause shall promptly respond to be filed with the SEC, any SEC comments on the Registration Statement. Each of New Pubco, Purchaser Statement and the Company shall otherwise use its commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated be declared effective by the SECSEC as promptly as practicable. EdtechX will advise the Company promptly after it receives notice thereof, to have of the time when the Registration Statement declared effective under has been approved by the Securities Act and SEC or any supplement or amendment has been filed, or the Proxy Statement cleared issuance of any stop order, or of any request by the SEC comments as promptly as practicable after the filing of the Registration Statement, and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. New Pubco also shall use its reasonable best efforts to obtain all necessary state securities law or “blue sky” approvals required to consummate the Transactions. Each of New Pubco, Purchaser and the Company shall furnish all information concerning itself, its Subsidiaries, officers, directors, managers and equityholders as may be reasonably necessary or advisable in connection with such actions and the preparation for amendment of the Registration Statement or comments thereon and responses thereto or requests by the Proxy Statement, and the Company shall cause its directors, officers, and employees to be reasonably available to New Pubco, Purchaser, and their counsel in connection with the preparation and drafting of the Registration Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. Promptly after the Registration Statement is declared effective under the Securities Act, Purchaser will cause the Proxy Statement to be mailed to stockholders of PurchaserSEC for additional information.