Common use of SPAC Shareholder Approval Clause in Contracts

SPAC Shareholder Approval. (i) After the Proxy/Registration Statement is declared effective under the Securities Act, SPAC shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders (which shall set forth a record date for, duly call and give notice of a meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”)) and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing SPAC Shareholders with the opportunity to elect to effect an SPAC Share Redemption and such other matters as may be mutually agreed by SPAC and the Group Companies. (ii) SPAC will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the SPAC Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing Documents. SPAC (A) shall consult with the Group Companies regarding the record date and the date of the SPAC Shareholders’ Meeting, and (B) shall not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that SPAC shall not be required to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders vote in favor of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, the “SPAC Board Recommendation”) and neither the SPAC Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendation.

SPAC Shareholder Approval. SPAC shall, in accordance with applicable Law and Nasdaq rules, (ia) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to SPAC shall Shareholders in compliance with applicable Law and Nasdaq rules, (Aii) within ten duly (101) give notice of and (2) convene and hold an extraordinary general meeting of SPAC Shareholders (the “SPAC Extraordinary General Meeting”) in accordance with SPAC’s Governing Documents and Nasdaq rules for a date no later than thirty (30) Business Days thereof, mail following the Proxy/date the Registration Statement to is declared effective under the SPAC Shareholders (which shall set forth a record date forSecurities Act, duly call and give notice of a meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”)) and (Biii) no later than twenty (20) days after solicit proxies from the mailing holders of the Proxy/Registration Statement SPAC Ordinary Shares to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining SPAC Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing b) provide SPAC Shareholders with the opportunity to elect to effect an a SPAC Share Redemption Redemption. Subject to any Permitted Withdrawal, SPAC shall, through its Board of Directors, recommend to SPAC Shareholders the (A) adoption and such approval of this Agreement and the consummation of the Transactions in accordance with applicable Law and exchange rules and regulations, (B) the authorization of the Plan of Merger, (C) in connection with the Domestication, the amendment of the SPAC Organizational Documents and approval of the SPAC Successor Certificate of Incorporation and SPAC Successor Bylaws, (D) approval of the change of SPAC’s name to “Silver Spike Merger Sub II, Inc.”, (E) adoption and approval of the First Certificate of Merger in accordance with the DGCL, (F) adoption and approval of any other matters proposals as the SEC (or staff member thereof) may be mutually indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (G) adoption and approval of any other proposals as reasonably agreed by SPAC and the Group Companies. Company to be necessary or appropriate in connection with this Agreement, the Plan of Merger or the Transactions, and (iiH) adjournment of SPAC will use its reasonable best efforts Extraordinary General 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) solicit from its shareholders proxies in favor of through (G), together, the adoption of the “Transaction Proposals, including the SPAC Shareholders’ Approval”), and (B) obtain include such recommendation in the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing DocumentsProxy Statement. SPAC (A) shall consult with the Group Companies regarding the record date and the date of the SPAC Shareholders’ Meeting, and (B) Board shall not adjourn withdraw, amend, qualify or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that SPAC shall not be required modify its recommendation to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders that they vote in favor of the Transaction Proposals at (together with any withdrawal, amendment, qualification or modification of its recommendation to SPAC Shareholders described in the SPAC Shareholders’ Meeting (such statementRecitals hereto, the a “SPAC Board Modification in Recommendation”) and neither ); provided that the SPAC Board nor any committee thereof shall withholdmay make a withdrawal of such recommendation or an amendment, withdrawqualification or modification of such recommendation if it determines in good faith, qualifyafter consultation with its outside legal counsel, amend that, solely on the basis of Events that first became known (or modify, the consequences of which first became known) to the SPAC or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board after the date of this Agreement, a failure to make a Modification in Recommendation would be reasonably likely to be inconsistent with the SPAC Board’s fiduciary duties under applicable Law (a “Permitted Withdrawal”). SPAC shall, subject to any Permitted Withdrawal, promptly notify (and in any event, no later than three (3) Business Days prior to making any such Permitted Withdrawal or amendment, qualification or modification) the Company in writing of any determination to make any Permitted Withdrawal of its recommendation or amendment, qualification or modification of its recommendation in a manner adverse to the Company. To the fullest extent permitted by applicable Law, (x) SPAC’s obligations to establish a record date for, duly call, give notice of, convene and hold SPAC Extraordinary General Meeting shall not be affected by any Modification in Recommendation, save for any Permitted Withdrawal, and (y) SPAC agrees to establish a record date for, duly call, give notice of, convene and hold SPAC Extraordinary General Meeting and submit for approval the Transaction Proposals. SPAC may only postpone or adjourn SPAC Extraordinary General Meeting (i) to solicit additional proxies for the purpose of obtaining SPAC Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SPAC has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by SPAC Shareholders prior to SPAC Extraordinary General Meeting; provided, that, without the consent of the Company, SPAC Extraordinary General Meeting (x) may not be postponed or adjourned to a date that is more than fifteen (15) days after the date for which SPAC Extraordinary General Meeting was originally scheduled (excluding any postponements or adjournments required by applicable Law) and (y) shall not be held later than five (5) Business Days prior to the Agreement End Date. SPAC agrees that it shall provide the holders of SPAC Class A Ordinary Shares the opportunity to elect redemption of such SPAC Class A Ordinary Shares in connection with the SPAC Extraordinary General Meeting, as required by SPAC’s Governing Documents.

SPAC Shareholder Approval. (ia) After SPAC shall, prior to the ProxyProxy Statement/Registration Statement Prospectus Clearance Date, set a record date that is declared effective under mutually agreed upon by SPAC and the Securities Company (the “SPAC Record Date”) for determining the SPAC Shareholders entitled to attend the SPAC Special Meeting. SPAC shall timely commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act. Promptly following the Proxy Statement/Prospectus Clearance Date, SPAC shall (A) within ten (10) Business Days thereof, mail file the Proxydefinitive Proxy Statement/Registration Statement Prospectus with the SEC and cause the Proxy Statement/Prospectus to be mailed to each SPAC Shareholder of record as of the SPAC Shareholders Record Date. (which shall set forth a record date forb) SPAC shall, as promptly as practicable following the Proxy Statement/Prospectus Clearance Date, duly call and call, give notice of a and hold an extraordinary general meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Special Meeting”)) and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing SPAC Shareholders with the opportunity to elect to effect an SPAC Share Redemption and such other matters as may be mutually agreed by SPAC and the Group Companies. (ii) SPAC will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the SPAC Shareholders’ Shareholder Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing Documents. SPAC (A) which meeting shall consult with the Group Companies regarding the record date and the date of the SPAC Shareholders’ Meeting, and (B) shall be held not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days after the Proxy Statement/Prospectus Clearance Date and in any event prior to the aggregate) without Outside Date. Without the prior written consent of Group Companies the Company (which such consent shall not to be unreasonably withheld, conditioned or delayed), the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC Shareholders at the SPAC Special Meeting; provided, that that, notwithstanding the foregoing, SPAC shall not may propose other matters to be required to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that acted on by the SPAC Shareholders vote in favor of the Transaction Proposals at the SPAC Shareholders’ Special Meeting (if it reasonably determines that such statementother matters are reasonably necessary in order to consummate the Transactions. SPAC shall use commercially reasonable efforts to obtain the SPAC Shareholder Approval at the SPAC Special Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Legal Requirements for the “purpose of seeking the SPAC Shareholder Approval. Subject to the proviso in the immediately following sentence, SPAC shall include the SPAC Recommendation in the Proxy Statement/Prospectus. The SPAC Board Recommendation”) shall not (and neither no committee or subgroup of the SPAC Board nor any committee thereof shall withholdshall) (i) (A) change, withdraw, qualifywithhold, amend qualify or modify, or publicly propose or resolve to withholdchange, withdraw, qualifywithhold, amend qualify or modify, any previous recommendation of the Transaction or (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Alternative Acquisition Proposal (any action described in the foregoing clause (i)(A) or (i)(B), a “Change in Recommendation”); provided, that the SPAC Board Recommendationmay make a Change in Recommendation prior to receipt of the SPAC Shareholder Approval if it determines in good faith that it is required to do so in order to comply with fiduciary duties under Legal Requirements of the Cayman Islands; provided, further, that even if the SPAC Board makes a Change in Recommendation in accordance with this Section 7.2(b), SPAC shall comply with its obligations in the first two (2) sentences of this Section 7.2(b) and in Section 7.2(c). (c) Notwithstanding anything to the contrary contained in this Agreement, SPAC shall not postpone or adjourn the SPAC Special Meeting except in accordance with this Section 7.2(c). SPAC shall be entitled to (subject to the approval of the SPAC Special Meeting where required in the case of an adjournment) (and, in the case of the following clauses (iii) and (iv), at the request of the Company, SPAC shall) postpone or adjourn the SPAC Special Meeting: (i) after consultation with the Company, to ensure that any supplement or amendment to the Proxy Statement/Prospectus that the SPAC Board has determined in good faith is required by applicable Legal Requirements is disclosed and promptly disseminated to the SPAC Shareholders prior to the SPAC Special Meeting to the extent required by applicable Legal Requirements; (ii) if, as of the time for which the SPAC Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient SPAC Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Special Meeting; (iii) to seek withdrawals of redemption requests from the SPAC Shareholders if SPAC or the Company reasonably expects that the condition set forth in Section 8.2(e) would not be satisfied at the Closing; or (iv) in order to solicit additional proxies from the SPAC Shareholders for purposes of obtaining approval of the SPAC Shareholder Matters; provided that in the event of a postponement or adjournment pursuant to the foregoing clauses (i) or (ii) the SPAC Special Meeting shall be reconvened as promptly as practicable, to the extent permitted under the SPAC Memorandum and Articles of Association, following such time as the matters described in such clauses have been resolved; provided, further, that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Special Meeting for more than fifteen (15) days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date; and, provided, further, that in no event shall SPAC be required to postpone or adjourn the SPAC Special Meeting more than three (3) times.

SPAC Shareholder Approval. (i) After SPAC shall, as promptly as practicable following the Proxy/date the Registration Statement is declared effective by the SEC under the Securities Act, SPAC shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders (which shall set forth establish a record date for, duly call and give notice of of, convene and hold a meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Extraordinary General Meeting”)) , in each case in accordance with SPAC’s Organizational Documents and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to the SPAC Shareholdersapplicable Law, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and i) providing SPAC Shareholders with the opportunity to elect to effect an exercise their SPAC Share Shareholder Redemption and Right, (ii) obtaining the SPAC Shareholder Approval, (iii) adopting or approving such other matters proposals as may be mutually reasonably agreed to by SPAC and the Group Companies. Company as necessary or appropriate in connection with the consummation of the Transactions, (iiiv) adopting or approving any other proposal that the SEC or the Nasdaq (or the respective staff thereof) indicates is necessary in its comments to the Registration Statement, and (v) related and customary procedural and administrative matters. SPAC will shall use its reasonable best efforts to (A) solicit obtain such approvals and authorizations from its shareholders proxies in favor of the adoption of SPAC Shareholders at the Transaction ProposalsSPAC Extraordinary General Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Law for the purpose of seeking such approvals and authorizations from the SPAC Shareholders’ Approval, and minimize the SPAC Class A Shares redeemed by exercise of the SPAC Shareholder Redemption Right by the SPAC Shareholders. SPAC shall include the SPAC Board Recommendation in the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the SPAC Extraordinary General Meeting solely to the extent necessary (Ba “SPAC Meeting Change”): (i) obtain the vote or consent of its shareholders required by and in compliance to comply with all applicable Law, Nasdaq rules (ii) to ensure that any supplement or amendment to the Proxy Statement that the SPAC Board has determined in good faith is required by applicable Law is disclosed to SPAC Shareholders and for such supplement or amendment to be promptly disseminated to SPAC Shareholders with sufficient time prior to the SPAC’s Governing Documents. SPAC Extraordinary General Meeting for SPAC Shareholders to consider the disclosures contained in such supplement or amendment; (Aiii) shall consult with the Group Companies regarding the record date and the date if, as of the SPAC Shareholders’ Meeting, and (B) shall not adjourn or postpone time for which the SPAC Shareholders’ Extraordinary General Meeting more than twice is originally scheduled (and in that event, for no more than thirty (30) days as set forth in the aggregateProxy Statement), there are insufficient SPAC Shares represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Extraordinary General Meeting; or (iv) in order to seek withdrawals from redemption requests if a number of SPAC Shares have been elected to be redeemed by the holders thereof such that SPAC reasonably expects that the condition set forth in Section 9.03(d) will not be satisfied at the Closing; provided that, without the prior written consent of Group Companies the Company (which such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), SPAC may only be entitled to two SPAC Meeting Changes (excluding any postponements or adjournments required by applicable Law), and the SPAC Extraordinary General Meeting may not be adjourned or postponed to a date that is more than seven Business Days after the date for which the SPAC Extraordinary General Meeting was originally scheduled (excluding any postponements or adjournments mandated by applicable Law) and provided it is held no later than three Business Days prior to the Termination Date; provided, further, that SPAC shall not be required in the event of a postponement or adjournment pursuant to adjourn clauses (ii) or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders vote in favor of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, the “SPAC Board Recommendation”) and neither the SPAC Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify), the SPAC Board RecommendationExtraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved.

SPAC Shareholder Approval. (i) After SPAC shall (a) as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement/Prospectus to be disseminated to SPAC shall Shareholders in compliance with applicable Law, (Aii) within ten (10) Business Days thereof, mail the Proxy/Registration Statement solely with respect to the SPAC Shareholders following clause (which shall set forth a record date for1), duly call and (1) give notice of a and (2) convene and hold an extraordinary general meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”)) in accordance with the SPAC Articles and (B) the NASDAQ rules and regulations for a date no later than twenty thirty-five (2035) days after Business Days following the mailing date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Proxy/Registration Statement to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing SPAC Shareholders b) provide its shareholders with the opportunity to elect to effect an SPAC Share Redemption and such other matters as may be mutually agreed by Shareholder Redemption. SPAC and shall, through the Group Companies. (ii) SPAC will use its reasonable best efforts Board, recommend to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the SPAC Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing Documents. SPAC (A) shall consult with the Group Companies regarding the record date and the date approval of the SPAC Shareholders’ Meeting, and (B) shall not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that SPAC shall not be required to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders vote in favor of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, the “SPAC Board Recommendation”) and neither include such recommendation in the Proxy Statement. The SPAC Board shall not withdraw, amend, qualify or modify its recommendation to the SPAC Board nor Shareholders that they vote in favor of the SPAC Transaction Proposals. (ii) Notwithstanding the foregoing, at any committee thereof shall withholdtime prior to, withdrawbut not after, qualifyobtaining the SPAC Shareholder Approval, amend or modify, or publicly propose or resolve solely in response to withhold, withdraw, qualify, amend or modifyan Intervening Event, the SPAC Board may fail to make, amend, change, withdraw, modify, withhold or qualify the SPAC Board Recommendation (any such action, a “Change in Recommendation”) if the SPAC Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Intervening Event, a failure to make a Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law; provided, that the SPAC Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (a) SPAC delivers to the Company a written notice (an “SPAC Intervening Event Notice”) advising the Company that the SPAC Board proposes to take such action and containing the material facts underlying the SPAC Board’s determination that an Intervening Event has occurred, (b) until 5:00 p.m., Hong Kong time, on the fifth (5th) Business Day immediately following the day on which SPAC delivered the SPAC Intervening Event Notice (such period from the time the SPAC Intervening Event Notice is provided until 5:00 p.m. Hong Kong time on the fifth (5th) Business Day immediately following the day on which SPAC delivered the SPAC Intervening Event Notice, the “SPAC Intervening Event Notice Period”), SPAC and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the SPAC Intervening Event Notice Period to the terms and conditions of this Agreement as would enable SPAC to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (c) if the Company requested negotiations in accordance with the foregoing clause (b), SPAC may make a Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5)-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by SPAC (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect SPAC’s obligations pursuant to this Section 7.8(b) (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement. (iii) To the fullest extent permitted by applicable Law, (x) SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholders’ Meeting and submit for approval the SPAC Transaction Proposals and (y) SPAC agrees that if the SPAC Shareholder Approval shall not have been obtained at any such SPAC Shareholders’ Meeting, then SPAC shall promptly continue to take all such necessary actions, including the actions required by this Section 7.8(b), and hold additional SPAC Shareholders’ Meetings in order to obtain the SPAC Shareholder Approval. SPAC may only adjourn the SPAC Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (ii) for the absence of a quorum (either in person or by proxy), (iii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus that SPAC or the Company reasonably determines is necessary to comply with applicable Laws, is provided to the SPAC Shareholders in advance of a vote on the adoption of SPAC Transaction Proposals, (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SPAC has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by SPAC Shareholders prior to the SPAC Shareholders’ Meeting, (v) in order to seek withdrawals from SPAC Shareholders who have exercised their SPAC Shareholder Redemption right if a number of SPAC Ordinary Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth in Section 8.3 will not be satisfied at the Closing, and (vi) to comply with applicable Law; provided, that the SPAC Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) calendar days after the date for which the SPAC Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. SPAC agrees that it shall provide the holders of SPAC Class A Ordinary Shares the opportunity to elect redemption of such SPAC Class A Ordinary Shares in connection with the SPAC Shareholders’ Meeting, as required by SPAC’s Governing Documents.

SPAC Shareholder Approval. (i) After SPAC shall, as promptly as practicable following the Proxy/date the Registration Statement is declared effective by the SEC under the Securities Act, SPAC shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders (which shall set forth establish a record date for, duly call and give notice of of, convene and hold a meeting of the SPAC Shareholders (including any postponement or adjournment or postponement thereof, the “SPAC Shareholders’ Extraordinary General Meeting”)) , in each case in accordance with SPAC’s Organizational Documents and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to the SPAC Shareholdersapplicable Law, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and i) providing SPAC Shareholders with the opportunity to elect to effect an exercise their SPAC Share Shareholder Redemption Right and such other matters as may be mutually agreed by SPAC and the Group Companies. (ii) obtaining the SPAC will Shareholder Approval. The SPAC Extraordinary General Meeting shall be held no later than forty (40) days after the date the Registration Statement is declared effective by the SEC under the Securities Act. SPAC shall use its reasonable best efforts to (A) solicit obtain such approvals and authorizations from its shareholders proxies in favor of the adoption of SPAC Shareholders at the Transaction ProposalsSPAC Extraordinary General Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Law for the purpose of seeking such approvals and authorizations from the SPAC Shareholders’ Approval, and (B) obtain minimize the vote or consent of its shareholders required SPAC Class A Shares redeemed by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing Documents. SPAC (A) shall consult with the Group Companies regarding the record date and the date exercise of the SPAC Shareholders’ Meeting, and (B) shall not adjourn or postpone Shareholder Redemption Right by the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent . The Proxy Statement/Prospectus shall not be unreasonably withheld, conditioned or delayed); provided, that SPAC shall not be required to adjourn or propose to adjourn include the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders vote in favor of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, the “SPAC Board Recommendation”) Recommendation and neither the SPAC Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the SPAC Extraordinary General Meeting solely to the extent necessary: (i) to comply with applicable Law, (ii) to ensure that any supplement or amendment to the Proxy Statement that the SPAC Board has determined in good faith is required by applicable Law is disclosed to SPAC Shareholders and for such supplement or amendment to be promptly disseminated to SPAC Shareholders with sufficient time prior to the SPAC Extraordinary General Meeting for SPAC Shareholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the SPAC Extraordinary General Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient SPAC Shares represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Extraordinary General Meeting; (iv) to solicit additional proxies to obtain approval of the SPAC Transaction Proposals or otherwise take actions consistent with SPAC’s obligations pursuant to Section 8.01; or (v) in order to seek withdrawals from redemption requests if a number of SPAC Shares have been elected to be redeemed by the holders thereof such that SPAC reasonably expects that the condition set forth in Section 9.03(d) will not be satisfied at the Closing; provided that, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), SPAC may postpone or adjourn the SPAC Extraordinary General Meeting on only one occasion and so long as the date of the SPAC Extraordinary General Meeting is not adjourned or postponed more than fifteen (15) consecutive days past the originally scheduled date and provided it is held no later than three (3) Business Days prior to the Termination Date.

SPAC Shareholder Approval. SPAC shall use its commercially reasonable efforts to, as promptly as practicable, (i) After establish the Proxy/record date for, duly call, give notice of, convene and hold the meeting of the SPAC Shareholders (the “SPAC Shareholders Meeting”) in accordance with the Governing Documents of SPAC and the Cayman Companies Law, (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, SPAC shall (Ax) within ten file the Proxy Statement contained therein with the SEC in definitive form and (10y) Business Days thereof, mail cause the Proxy/Registration Proxy Statement contained therein to be disseminated to the SPAC Shareholders and (which shall set forth a record date foriii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, duly call solicit proxies from the SPAC Shareholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and give notice providing the SPAC Shareholders with the Offer. SPAC shall, through approval of the SPAC Board, recommend to its shareholders (the “SPAC Board Recommendation”), (i) the adoption and approval of this Agreement and the Transactions (including each of the Merger, the Plan of Merger and the amended and restated SPAC Articles); (ii) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC, NewPubco, and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (iv) the adoption and approval of a meeting proposal for the adjournment of the SPAC Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (including any adjournment or postponement thereofsuch proposals in (i) through (iv) together, the “SPAC Shareholders’ Meeting”)) and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing SPAC Shareholders with the opportunity to elect to effect an SPAC Share Redemption and such other matters as may be mutually agreed by SPAC and the Group Companies. (ii) SPAC will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the SPAC Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing Documents. SPAC (A) shall consult with the Group Companies regarding the record date and the date of the SPAC Shareholders’ Meeting, and (B) shall not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed”); provided, that SPAC shall not be required to adjourn or propose to may adjourn the SPAC Shareholders’ Meeting. Shareholders Meeting (iiiA) The Proxy/Registration Statement shall include to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (B) for the absence of a statement quorum, (C) to allow reasonable additional time for the effect filing or mailing of any supplemental or amended disclosures that SPAC has determined, based on the board advice of directors of SPAC (the “SPAC Board”) has unanimously recommended that outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the SPAC Shareholders vote prior to the SPAC Shareholders Meeting, or (D) if holders of SPAC Shares have elected to redeem a number of SPAC Shares as of such time that would reasonably be expected to result in favor the Minimum Cash Condition not being satisfied; provided that, without the consent of the Transaction Proposals at Company, in no event shall SPAC adjourn the SPAC Shareholders’ Shareholders Meeting for more than fifteen (such statement, 15) Business Days later than the “most recently adjourned meeting or to a date that is beyond the Termination Date. The SPAC Board Recommendation”) and neither Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee thereof of the SPAC Board shall withholdchange, withdraw, qualify, amend withhold or modify, or propose publicly propose or resolve by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to withholdchange, withdraw, qualify, amend withhold or modify, modify the SPAC Board RecommendationRecommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement.

SPAC Shareholder Approval. (i) After SPAC shall (a) as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, SPAC shall Act (A) but in any event within ten twenty (1020) Business Days thereofof, mail the Proxy/later of (i) the receipt and resolution of SEC comments with respect to the Registration Statement and (ii) the expiration of the ten (10)-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act), (i) cause the Proxy Statement/Prospectus to be disseminated to SPAC Shareholders in compliance with applicable Law, (ii) solely with respect to the SPAC Shareholders following clause (which shall set forth a record date for1), duly call and (1) give notice of a and (2) convene and hold an extraordinary general meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”)) in accordance with the SPAC Articles and (B) the NYSE rules and regulations for a date no later than twenty thirty-five (2035) days after Business Days following the mailing date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Proxy/Registration Statement to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing SPAC Shareholders b) provide its shareholders with the opportunity to elect to effect an SPAC Share Redemption Shareholder Redemption. SPAC shall, through the SPAC Board, recommend to its shareholders the approval of the SPAC Transaction Proposals and include such recommendation in the Proxy Statement/Prospectus. The SPAC Transaction Proposals shall be the only matters (other matters as may than procedural matters) which SPAC shall propose to be mutually agreed acted on by the SPAC and Shareholders at the Group CompaniesSPAC Shareholders’ Meeting. Neither the SPAC Board or any committee or agent or representative thereof shall withdraw, amend, qualify or modify, or propose to withdraw, amend, qualify or modify, its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Transaction Proposals. (ii) To the fullest extent permitted by applicable Law, (x) SPAC will use its reasonable best efforts agrees to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposalsestablish a record date for, including duly call, give notice of, convene and hold the SPAC Shareholders’ Meeting and submit for approval the SPAC Transaction Proposals and (y) SPAC agrees that if the SPAC Shareholder Approval shall not have been obtained at any such SPAC Shareholders’ Meeting, then SPAC shall promptly continue to take all such necessary actions, including the actions required by this Section 6.7(b), and hold additional SPAC Shareholders’ Meetings in order to obtain the SPAC Shareholder Approval. SPAC may only adjourn the SPAC Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (ii) for the absence of a quorum (either in person or by proxy), (iii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus that SPAC or the Company reasonably determines is necessary to comply with applicable Laws, is provided to the SPAC Shareholders in advance of a vote on the adoption of Acquisition Proposals, (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SPAC has determined in good faith after consultation with outside legal counsel is required under applicable Law and (B) obtain the vote for such supplemental or consent of its shareholders required amended disclosure to be disseminated and reviewed by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing Documents. SPAC (A) shall consult with the Group Companies regarding the record date and the date of Shareholders prior to the SPAC Shareholders’ Meeting, (v) in order to seek withdrawals from SPAC Shareholders who have exercised their SPAC Shareholder Redemption right if a number of SPAC Ordinary Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth in Section 7.3 will not be satisfied at the Closing, and (Bvi) shall not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed)to comply with applicable Law; provided, that SPAC shall not be required to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders vote in favor of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, x) may not be adjourned to a date that is more than fifteen (15) days after the “date for which the SPAC Board Recommendation”Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. SPAC agrees that it shall provide the holders of SPAC Class A Ordinary Shares the opportunity to elect redemption of such SPAC Class A Ordinary Shares in connection with the SPAC Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendationas required by SPAC’s Governing Documents.

SPAC Shareholder Approval. (ia) After SPAC shall, as promptly as reasonably practicable after the Proxy/Registration Statement / Proxy Statement is declared effective under the Securities Act, SPAC shall (Aa) within ten (10) Business Days thereof, mail establish the Proxy/Registration Statement to the SPAC Shareholders (which shall set forth a record date for, duly call and call, give notice of of, convene and hold a meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Shareholders Meeting”)) and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to in accordance with the SPAC ShareholdersMemorandum and Articles of Association and applicable Law, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting solely for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and i) providing SPAC Shareholders with the opportunity to elect to effect an exercise their SPAC Share Shareholder TABLE OF CONTENTS Redemption and such other matters as may be mutually agreed by SPAC and the Group Companies. Right, (ii) SPAC will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including obtaining the SPAC Shareholders’ Shareholder Approval, and (Biii) obtain related and customary procedural and administrative matters, (b) cause the vote or consent of its shareholders required by and Proxy Statement to be disseminated to the SPAC Shareholders in compliance with all applicable LawLaw and (c) subject to a SPAC Change in Recommendation, Nasdaq rules and solicit proxies from the SPAC’s Governing Documents. SPAC (A) shall consult Shareholders to vote in accordance with the Group Companies regarding the record date and the date SPAC Board Recommendation, and, if applicable, any approvals related thereto. Subject to a SPAC Change in Recommendation, SPAC shall, through approval of the SPAC Shareholders’ MeetingBoard, and (B) shall not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that SPAC shall not be required recommend to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders that they vote in favor of the SPAC Transaction Proposals at the SPAC Shareholders’ Meeting (such statementrecommendation, the “SPAC Board Recommendation”) and neither shall include such SPAC Board Recommendation in the Proxy Statement. (b) SPAC may adjourn or postpone the SPAC Shareholders Meeting (and SPAC shall adjourn or postpone the SPAC Shareholders Meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment or postponement is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the SPAC Shareholders prior to the SPAC Shareholders Meeting, (D) in order to seek withdrawals from SPAC Shareholders exercising their SPAC Shareholder Redemption Right if a number of SPAC Class A Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth in Section 6.3(c) will not be satisfied or (E) to comply with applicable Law; provided further that, excluding any adjournments required by applicable Law, without the consent of the Company, in no event shall SPAC adjourn the SPAC Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting (but in no event more than thirty (30) Business Days in the aggregate) or to a date that is beyond four (4) Business Days prior to the Termination Date. (c) The SPAC Board nor any shall not (and no committee or subgroup thereof shall withholdshall) change, withdraw, qualifywithhold, amend qualify or modify, or publicly propose or resolve to withholdchange, withdraw, qualifywithhold, amend qualify or modify, the SPAC Board Recommendation (a “SPAC Change in Recommendation.”); provided, that the SPAC Board may make a SPAC Change in Recommendation prior to receipt of the SPAC Shareholder Approval if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a SPAC Change in Recommendation would constitute a breach by the directors of SPAC of their fiduciary duties under applicable Law; provided, however, the SPAC Board will not be entitled to make, or agree or resolve to make, a SPAC Change in Recommendation unless (1) SPAC has provided at least five (5) Business Days’ prior written notice to the Company advising that the SPAC Board proposes to take such action and which notice contains the material facts underlying the SPAC Board’s determination to make, or agree or resolve to make, a SPAC Change in Recommendation (a “Change in Recommendation Notice”), (2) during such five (5) Business Day period following the Company’s receipt of a SPAC Change in Recommendation Notice, the SPAC Board has engaged in good faith negotiations with the Company and its Representatives (to the extent that the Company desires to so negotiate) to make such adjustments (which adjustments, to the extent accepted by the SPAC Board, would be binding on the Company) in the terms and conditions of this Agreement so as to obviate the need for a SPAC Change in Recommendation and (3) following expiration of such five (5) Business Day period, the SPAC Board reaffirms in good faith, after consultation with its outside legal counsel, that the failure to make a SPAC Change in Recommendation would constitute a breach by the directors of SPAC of their fiduciary duties under applicable Law; provided, further, that the SPAC Board shall not be entitled to exercise its rights to make a SPAC Change in Recommendation pursuant to this Section 5.8 as a result of an offer, proposal or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC. SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholders Meeting for the purpose of seeking the SPAC Shareholder Approval shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholders Meeting and submit for the approval the SPAC Transaction Proposals as contemplated by this Section 5.8, regardless of whether or not there shall have occurred any SPAC Change in Recommendation. TABLE OF CONTENTS​

SPAC Shareholder Approval. (i) After SPAC shall, as promptly as practicable following the Proxy/date the Registration Statement is declared effective by the SEC under the Securities Act, SPAC shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders (which shall set forth establish a record date forfor (to the extent not already established), duly call and give notice of of, convene and hold a meeting of the SPAC Shareholders (including any postponement or adjournment or postponement thereof, the “SPAC Shareholders’ Extraordinary General Meeting”)) and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to , in each case in accordance with the SPAC ShareholdersMemorandum and Articles of Association and applicable Law, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on (i) providing the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing SPAC Shareholders with the opportunity to elect to effect an exercise their SPAC Share Shareholder Redemption Right in connection with the SPAC Transaction Proposals and such other matters as may be mutually agreed by SPAC and the Group Companies. (ii) obtaining the SPAC will Shareholder Approval. The SPAC Extraordinary General Meeting shall be held no later than forty (40) days after the date the Registration Statement is declared effective by the SEC under the Securities Act. SPAC shall use its reasonable best efforts to (A) solicit obtain such approvals and authorizations from its shareholders proxies in favor of the adoption of SPAC Shareholders at the Transaction ProposalsSPAC Extraordinary General Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Law for the purpose of seeking such approvals and authorizations from the SPAC Shareholders’ Approval, and (B) obtain minimize the vote or consent of its shareholders required SPAC Class A Shares redeemed by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing Documents. SPAC (A) shall consult with the Group Companies regarding the record date and the date exercise of the SPAC Shareholders’ Meeting, and (B) shall not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that SPAC shall not be required to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that Shareholder Redemption Right by the SPAC Shareholders vote in favor of the Transaction Proposals at connection with the SPAC Shareholders’ Meeting (such statement, Extraordinary General Meeting. The Proxy Statement/Prospectus shall include the “SPAC Board Recommendation”) Recommendation and neither the SPAC Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the SPAC Extraordinary General Meeting solely to the extent necessary: (v) to comply with applicable Law, (w) to ensure that any supplement or amendment to the Proxy Statement/Prospectus that the SPAC Board has determined in good faith is required by applicable Law is disclosed to the SPAC Shareholders and for such supplement or amendment to be promptly disseminated to the SPAC Shareholders with sufficient time prior to the SPAC Extraordinary General Meeting for the SPAC Shareholders to consider the disclosures contained in such supplement or amendment, (x) if, as of the time for which the SPAC Extraordinary General Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient SPAC Shares represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Extraordinary General Meeting, (y) to solicit additional proxies to obtain approval of the SPAC Transaction Proposals or otherwise take actions consistent with SPAC’s obligations pursuant to Section 8.01, or (z) in order to seek withdrawals from redemption requests if a number of SPAC Class A Shares have been elected to be redeemed by the holders thereof such that SPAC reasonably expects that the condition set forth in Section 9.03(d) or Section 9.03(e) will not be satisfied at the Closing; provided that, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), SPAC may not postpone or adjourn the SPAC Extraordinary General Meeting on more than two (2) occasions (and, with regard to such occasions, the date of the SPAC Extraordinary General Meeting may not be adjourned or postponed more than fifteen (15) consecutive days in connection with any such adjournment or postponement and any such meeting must be held no later than ten (10) Business Days prior to the Termination Date).

SPAC Shareholder Approval. SPAC shall (ia) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, SPAC shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to be disseminated to SPAC Shareholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold an extraordinary general meeting of SPAC Shareholders (which shall set forth a record date for, duly call and give notice of a meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”)) in accordance with SPAC’s Governing Documents and (B) Section 710 of the NYSE Listing Rules for a date no later than twenty thirty (2030) days after Business Days following the mailing of date the Proxy/Registration Statement is declared effective, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining SPAC Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing b) provide SPAC Shareholders with the opportunity to elect to effect an a SPAC Share Redemption Redemption. Subject to any Permitted Withdrawal, SPAC shall, through its Board of Directors, recommend to SPAC Shareholders the (A) the adoption and such approval of this Agreement and the transactions contemplated hereby in accordance with applicable Law and exchange rules and regulations, (B) adoption and approval of the Plan of Merger in accordance with section 233(6) of the Cayman Statute (C) adoption and approval of any other matters proposals as the SEC (or staff member thereof) may be mutually indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (E) adoption and approval of any other proposals as reasonably agreed by SPAC and the Group Companies. (ii) SPAC will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the SPAC Shareholders’ Approvaltransactions contemplated hereby, and (BF) obtain the vote or consent adjournment of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing Documents. SPAC (A) shall consult with the Group Companies regarding the record date and the date of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) through (D), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. SPAC Board shall not adjourn withdraw, amend, qualify or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that SPAC shall not be required modify its recommendation to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to SPAC Shareholders described in the Recitals hereto, a “Modification in Recommendation”); provided that, in the event that the SPAC Board determines a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation to the extent required, upon the advice of counsel, in order to comply with its fiduciary duties (a “Permitted Withdrawal”). SPAC shall, subject to any Permitted Withdrawal, promptly notify (and in any event, no later than three (3) Business Days prior to making any such Permitted Withdrawal or amendment, qualification or modification) the Company in writing of any determination to make any Permitted Withdrawal of its recommendation or amendment, qualification or modification of its recommendation in a manner adverse to the Company. To the fullest extent permitted by applicable Law, (x) SPAC’s obligations to establish a record date for, duly call, give notice of, convene and hold SPAC Shareholders’ Meeting shall not be affected by any Modification in Recommendation, save for any Permitted Withdrawal, (y) SPAC agrees to establish a record date for, duly call, give notice of, convene and hold SPAC Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) SPAC agrees that if SPAC Shareholder Approval shall not have been obtained at any such SPAC Shareholders’ Meeting, then SPAC shall promptly continue to take all such necessary actions, including the actions required by this Section 9.2(b), and hold additional SPAC Shareholders’ Meetings in order to obtain SPAC Shareholder Approval. SPAC may only adjourn SPAC Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining SPAC Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SPAC has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by SPAC Shareholders prior to SPAC Shareholders’ Meeting; provided, that, without the “consent of the Company, SPAC Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which SPAC Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. SPAC Board nor any committee thereof agrees that it shall withholdprovide the holders of SPAC Class A Ordinary Shares the opportunity to elect redemption of such SPAC Class A Ordinary Shares in connection with SPAC Shareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendationas required by SPAC’s Governing Documents.

SPAC Shareholder Approval. (ia) After SPAC shall, as promptly as reasonably practicable after the Proxy/Registration Statement / Proxy Statement is declared effective under the Securities Act, SPAC shall (Aa) within ten (10) Business Days thereof, mail establish the Proxy/Registration Statement to the SPAC Shareholders (which shall set forth a record date for, duly call and call, give notice of of, convene and hold a meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Shareholders Meeting”)) and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to in accordance with the SPAC ShareholdersMemorandum and Articles of Association and applicable Law, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting solely for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and i) providing SPAC Shareholders with the opportunity to elect to effect an exercise their SPAC Share Shareholder Redemption and such other matters as may be mutually agreed by SPAC and the Group Companies. Right, (ii) SPAC will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including obtaining the SPAC Shareholders’ Shareholder Approval, and (Biii) obtain related and customary procedural and administrative matters, (b) cause the vote or consent of its shareholders required by and Proxy Statement to be disseminated to the SPAC Shareholders in compliance with all applicable LawLaw and (c) subject to a SPAC Change in Recommendation, Nasdaq rules and solicit proxies from the SPAC’s Governing Documents. SPAC (A) shall consult Shareholders to vote in accordance with the Group Companies regarding the record date and the date SPAC Board Recommendation, and, if applicable, any approvals related thereto. Subject to a SPAC Change in Recommendation, SPAC shall, through approval of the SPAC Shareholders’ MeetingBoard, and (B) shall not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that SPAC shall not be required recommend to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders that they vote in favor of the SPAC Transaction Proposals at the SPAC Shareholders’ Meeting (such statementrecommendation, the “SPAC Board Recommendation”) and neither shall include such SPAC Board Recommendation in the Proxy Statement. (b) SPAC may adjourn or postpone the SPAC Shareholders Meeting (and SPAC shall adjourn or postpone the SPAC Shareholders Meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment or postponement is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the SPAC Shareholders prior to the SPAC Shareholders Meeting, (D) in order to seek withdrawals from SPAC Shareholders exercising their SPAC Shareholder Redemption Right if a number of SPAC Class A Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth in Section 6.3(c) will not be satisfied or (E) to comply with applicable Law; provided further that, excluding any adjournments required by applicable Law, without the consent of the Company, in no event shall SPAC adjourn the SPAC Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting (but in no event more than thirty (30) Business Days in the aggregate) or to a date that is beyond four (4) Business Days prior to the Termination Date. (c) The SPAC Board nor any shall not (and no committee or subgroup thereof shall withholdshall) change, withdraw, qualifywithhold, amend qualify or modify, or publicly propose or resolve to withholdchange, withdraw, qualifywithhold, amend qualify or modify, the SPAC Board Recommendation (a “SPAC Change in Recommendation”); provided, that the SPAC Board may make a SPAC Change in Recommendation prior to receipt of the SPAC Shareholder Approval if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a SPAC Change in Recommendation would constitute a breach by the directors of SPAC of their fiduciary duties under applicable Law; provided, however, the SPAC Board will not be entitled to make, or agree or resolve to make, a SPAC Change in Recommendation unless (1) SPAC has provided at least five (5) Business Days’ prior written notice to the Company advising that the SPAC Board proposes to take such action and which notice contains the material facts underlying the SPAC Board’s determination to make, or agree or resolve to make, a SPAC Change in Recommendation (a “Change in Recommendation Notice”), (2) during such five (5) Business Day period following the Company’s receipt of a SPAC Change in Recommendation Notice, the SPAC Board has engaged in good faith negotiations with the Company and its Representatives (to the extent that the Company desires to so negotiate) to make such adjustments (which adjustments, to the extent accepted by the SPAC Board, would be binding on the Company) in the terms and conditions of this Agreement so as to obviate the need for a SPAC Change in Recommendation and (3) following expiration of such five (5) Business Day period, the SPAC Board reaffirms in good faith, after consultation with its outside legal counsel, that the failure to make a SPAC Change in Recommendation would constitute a breach by the directors of SPAC of their fiduciary duties under applicable Law; provided, further, that the SPAC Board shall not be entitled to exercise its rights to make a SPAC Change in Recommendation pursuant to this Section 5.8 as a result of an offer, proposal or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC. SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholders Meeting for the purpose of seeking the SPAC Shareholder Approval shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholders Meeting and submit for the approval the SPAC Transaction Proposals as contemplated by this Section 5.8, regardless of whether or not there shall have occurred any SPAC Change in Recommendation.

SPAC Shareholder Approval. (i) After SPAC shall (a) as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement/Prospectus to be disseminated to SPAC shall Shareholders in compliance with applicable Law, (Aii) within ten (10) Business Days thereof, mail the Proxy/Registration Statement solely with respect to the SPAC Shareholders following clause (which shall set forth a record date for1), duly call and (1) give notice of a and (2) convene and hold an extraordinary general meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”)) in accordance with the SPAC Articles, the NYSE rules and (B) regulations and all applicable Laws for a date no later than twenty thirty-five (2035) days after Business Days following the mailing date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Proxy/Registration Statement to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing SPAC Shareholders b) provide its shareholders with the opportunity to elect to effect an SPAC Share Shareholder Redemption and such other matters as may be mutually agreed by SPAC and the Group Companies. Company. SPAC shall, through the SPAC Board, recommend to its shareholders the approval of the SPAC Transaction Proposals (iithe “SPAC Board Recommendation”) and include such recommendation in the Proxy Statement. The SPAC Board shall not withdraw, amend, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Transaction Proposals, and will use its reasonable best efforts to (A) solicit from its shareholders take all other action to obtain such proxies in favor of the adoption of the Transaction Proposals, including the and SPAC Shareholders’ Approval, Shareholder Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. (ii) Notwithstanding the foregoing, Nasdaq rules at any time prior to, but not after, obtaining the SPAC Shareholder Approval, solely in response to an Intervening Event, the SPAC Board may fail to make, amend, change, withdraw, modify, withhold or qualify the SPAC Board Recommendation (any such action, a “Change in Recommendation”) if the SPAC Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Intervening Event, a failure to make a Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law; provided, that the SPAC Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (a) SPAC delivers to the Company a written notice (an “SPAC Intervening Event Notice”) advising the Company that the SPAC Board proposes to take such action and containing the material facts underlying the SPAC Board’s determination that an Intervening Event has occurred, (b) until 5:00 p.m., Hong Kong time, on the fifth (5th) Business Day immediately following the day on which SPAC delivered the SPAC Intervening Event Notice (such period from the time the SPAC Intervening Event Notice is provided until 5:00 p.m. Hong Kong time on the fifth (5th) Business Day immediately following the day on which SPAC delivered the SPAC Intervening Event Notice, the “SPAC Intervening Event Notice Period”), SPAC and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the SPAC Intervening Event Notice Period to the terms and conditions of this Agreement as would enable SPAC to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (c) if the Company requested negotiations in accordance with the foregoing clause (b), SPAC may make a Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5)-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by SPAC (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect SPAC’s Governing Documentsobligations pursuant to this Section 7.7(b) (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement. (iii) To the fullest extent permitted by applicable Law, (x) SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholders’ Meeting and submit for approval the SPAC Transaction Proposals and (y) SPAC agrees that if the SPAC Shareholder Approval shall not have been obtained at any such SPAC Shareholders’ Meeting, then SPAC shall promptly continue to take all such necessary actions, including the actions required by this Section 7.7(b), and hold additional SPAC Shareholders’ Meetings in order to obtain the SPAC Shareholder Approval. SPAC may only adjourn the SPAC Shareholders’ Meeting (Ai) shall consult to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (ii) for the absence of a quorum (either in person or by proxy), (iii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus that SPAC or the Company reasonably determines is necessary to comply with applicable Laws, is provided to the Group Companies regarding SPAC Shareholders in advance of a vote on the record date adoption of SPAC Transaction Proposals, (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SPAC has determined in good faith after consultation with outside legal counsel is required under applicable Law and the date of for such supplemental or amended disclosure to be disseminated and reviewed by SPAC Shareholders prior to the SPAC Shareholders’ Meeting, (v) in order to seek withdrawals from SPAC Shareholders who have exercised their SPAC Shareholder Redemption right if a number of SPAC Ordinary Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth in Section 8.3 will not be satisfied at the Closing, and (Bvi) shall not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed)to comply with applicable Law; provided, that SPAC shall not be required to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders vote in favor of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, x) may not be adjourned to a date that is more than fifteen (15) calendar days after the “date for which the SPAC Board Recommendation”Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. SPAC agrees that it shall provide the holders of SPAC Class A Ordinary Shares the opportunity to elect redemption of such SPAC Class A Ordinary Shares in connection with the SPAC Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendationas required by SPAC’s Governing Documents.

SPAC Shareholder Approval. (i) After SPAC shall, as promptly as practicable following the Proxy/date the Registration Statement is declared effective by the SEC under the Securities Act, SPAC shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders (which shall set forth establish a record date for, duly call and give notice of of, convene and hold a meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Extraordinary General Meeting”)) , in each case in accordance with SPAC’s Organizational Documents and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to the SPAC Shareholdersapplicable Law, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and i) providing SPAC Shareholders with the opportunity to elect to effect an exercise their SPAC Share Shareholder Redemption and Right, (ii) obtaining the SPAC Shareholder Approval, adopting or approving such other matters proposals as may be mutually reasonably agreed to by SPAC and the Group Companies. Company as necessary or appropriate in connection with the consummation of the Transactions, (iiiv) adopting or approving any other proposal that the SEC or the Nasdaq (or the respective staff thereof) indicates is necessary in its comments to the Registration Statement, and (v) related and customary procedural and administrative matters. SPAC will shall use its reasonable best efforts to (A) solicit obtain such approvals and authorizations from its shareholders proxies in favor of the adoption of SPAC Shareholders at the Transaction ProposalsSPAC Extraordinary General Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Law for the purpose of seeking such approvals and authorizations from the SPAC Shareholders’ Approval, and minimize the SPAC Ordinary Shares redeemed by exercise of the SPAC Shareholder Redemption Right by the SPAC Shareholders. SPAC shall include the SPAC Board Recommendation in the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the SPAC Extraordinary General Meeting solely to the extent necessary (Ba “SPAC Meeting Change”): (i) obtain the vote or consent of its shareholders required by and in compliance to comply with all applicable Law, Nasdaq rules (ii) to ensure that any supplement or amendment to the Proxy Statement that the SPAC Board has determined in good faith is required by applicable Law is disclosed to SPAC Shareholders and for such supplement or amendment to be promptly disseminated to SPAC Shareholders with sufficient time prior to the SPAC’s Governing Documents. SPAC Extraordinary General Meeting for SPAC Shareholders to consider the disclosures contained in such supplement or amendment; or (Aiii) shall consult with the Group Companies regarding the record date and the date if, as of the SPAC Shareholders’ Meeting, and (B) shall not adjourn or postpone time for which the SPAC Shareholders’ Extraordinary General Meeting more than twice is originally scheduled (and in that event, for no more than thirty (30) days as set forth in the aggregateProxy Statement), there are insufficient SPAC Shares represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Extraordinary General Meeting; provided that, without the prior written consent of Group Companies the Company (which such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), SPAC may only be entitled to two SPAC Meeting Changes (excluding any postponements or adjournments required by applicable Law), and the SPAC Extraordinary General Meeting may not be adjourned or postponed to a date that is more than seven Business Days after the date for which the SPAC Extraordinary General Meeting was originally scheduled (excluding any postponements or adjournments mandated by applicable Law) and provided it is held no later than three Business Days prior to the Termination Date; provided, further, that SPAC shall not be required in the event of a postponement or adjournment pursuant to adjourn clauses (ii) or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders vote in favor of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, the “SPAC Board Recommendation”) and neither the SPAC Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify), the SPAC Board RecommendationExtraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved.

SPAC Shareholder Approval. (i) After SPAC shall (a) as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement/Prospectus to be disseminated to SPAC shall Shareholders in compliance with applicable Law, (Aii) within ten (10) Business Days thereof, mail the Proxy/Registration Statement solely with respect to the SPAC Shareholders following clause (which shall set forth a record date for1), duly call and (1) give notice of a and (2) convene and hold an extraordinary general meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”)) in accordance with the SPAC Articles and (B) the NASDAQ rules and regulations for a date no later than twenty thirty-five (2035) days after Business Days following the mailing date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Proxy/Registration Statement to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing SPAC Shareholders b) provide its shareholders with the opportunity to elect to effect an SPAC Share Redemption and such other matters as may be mutually agreed by Shareholder Redemption. SPAC and shall, through the Group Companies. (ii) SPAC will use its reasonable best efforts Board, recommend to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the SPAC Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the SPAC’s Governing Documents. SPAC (A) shall consult with the Group Companies regarding the record date and the date approval of the SPAC Shareholders’ Meeting, and (B) shall not adjourn or postpone the SPAC Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Group Companies (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that SPAC shall not be required to adjourn or propose to adjourn the SPAC Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of SPAC (the “SPAC Board”) has unanimously recommended that the SPAC Shareholders vote in favor of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, the “SPAC Board Recommendation”) and neither include such recommendation in the Proxy Statement. The SPAC Board shall not withdraw, amend, qualify or modify its recommendation to the SPAC Board nor Shareholders that they vote in favor of the SPAC Transaction Proposals. (ii) Notwithstanding the foregoing, at any committee thereof shall withholdtime prior to, withdrawbut not after, qualifyobtaining the SPAC Shareholder Approval, amend or modify, or publicly propose or resolve solely in response to withhold, withdraw, qualify, amend or modifyan Intervening Event, the SPAC Board may fail to make, amend, change, withdraw, modify, withhold or qualify the SPAC Board Recommendation (any such action, a “Change in Recommendation”) if the SPAC Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Intervening Event, a failure to make a Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law; provided, that the SPAC Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (a) SPAC delivers to the Company a written notice (an “SPAC Intervening Event Notice”) advising the Company that the SPAC Board proposes to take such action and containing the material facts underlying the SPAC Board’s determination that an Intervening Event has occurred, (b) until 5:00 p.m., Hong Kong time, on the fifth (5th) Business Day immediately following the day on which SPAC delivered the SPAC Intervening Event Notice (such period from the time the SPAC Intervening Event Notice is provided until 5:00 p.m. Hong Kong time on the fifth (5th) Business Day immediately following the day on which SPAC delivered the SPAC Intervening Event Notice, the “SPAC Intervening Event Notice Period”), SPAC and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the SPAC Intervening Event Notice Period to the terms and conditions of this Agreement as would enable SPAC to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (c) if the Company requested negotiations in accordance with the foregoing clause (b), SPAC may make a Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5)-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by SPAC (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect SPAC’s obligations pursuant to this Section 7.8(b) (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement. (iii) To the fullest extent permitted by applicable Law, (x) SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholders’ Meeting and submit for approval the SPAC Transaction Proposals and (y) SPAC agrees that if the SPAC Shareholder Approval shall not have been obtained at any such SPAC Shareholders’ Meeting, then SPAC shall promptly continue to take all such necessary actions, including the actions required by this Section 7.8(b), and hold additional SPAC Shareholders’ Meetings in order to obtain the SPAC Shareholder Approval. SPAC may only adjourn the SPAC Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (ii) for the absence of a quorum (either in person or by proxy), (iii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus that SPAC or the Company reasonably determines is necessary to comply with applicable Laws, is provided to the SPAC Shareholders in advance of a vote on the adoption of SPAC Transaction Proposals, (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SPAC has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by SPAC Shareholders prior to the SPAC Shareholders’ Meeting, (v) in order to seek withdrawals from SPAC Shareholders who have exercised their SPAC Shareholder Redemption right if a number of SPAC Ordinary Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth in Section 8.3 will not be satisfied at the Closing, and (vi) to comply with applicable Law; provided, that the SPAC Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the SPAC Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. SPAC agrees that it shall provide the holders of SPAC Class A Ordinary Shares the opportunity to elect redemption of such SPAC Class A Ordinary Shares in connection with the SPAC Shareholders’ Meeting, as required by SPAC’s Governing Documents.