Common use of SPAC Shareholder Approval Clause in Contracts

SPAC Shareholder Approval. SPAC shall, in accordance with applicable Law and Nasdaq rules, (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to SPAC Shareholders in compliance with applicable Law and Nasdaq rules, (ii) duly (1) 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 following the date the Registration Statement is declared effective under the Securities Act, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Transaction Proposals, and (b) provide SPAC Shareholders with the opportunity to elect to effect a SPAC Share Redemption. Subject to any Permitted Withdrawal, SPAC shall, through its Board of Directors, recommend to SPAC Shareholders the (A) adoption and 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 proposals as the SEC (or staff member thereof) may 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 Company to be necessary or appropriate in connection with this Agreement, the Plan of Merger or the Transactions, and (H) adjournment of SPAC 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) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. SPAC Board shall not withdraw, amend, qualify or modify its recommendation to 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 the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if it determines in good faith, after consultation with its outside legal counsel, that, solely on the basis of Events that first became known (or the consequences of which first became known) to the SPAC or 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. 120

SPAC Shareholder Approval. SPAC shall, in accordance with applicable Law and Nasdaq rules, (a) as promptly as practicable after following the date the Registration Statement is declared effective by the SEC under the Securities Act, (i) cause the Proxy Statement to be disseminated to SPAC Shareholders in compliance with applicable Law establish a record date for, duly call and Nasdaq rules, (ii) duly (1) give notice of and (2) of, convene and hold an extraordinary general a meeting of SPAC Shareholders (the “SPAC Extraordinary General Meeting”) ), in each case in accordance with SPAC’s Governing Organizational Documents and Nasdaq rules applicable Law, for a date no later than thirty the purpose of (30i) Business Days following the date the Registration Statement is declared effective under the Securities Act, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Transaction Proposals, and (b) provide providing SPAC Shareholders with the opportunity to elect to effect a exercise their SPAC Share Redemption. Subject Shareholder Redemption Right, (ii) obtaining the SPAC Shareholder Approval, (iii) adopting or approving such other proposals as may be reasonably agreed to any Permitted Withdrawal, by SPAC shall, through its Board of Directors, recommend to SPAC Shareholders and the (A) adoption and approval of this Agreement and Company as necessary or appropriate in connection with the consummation of the Transactions in accordance with applicable Law and exchange rules and regulationsTransactions, (Biv) 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 adopting or approving any other proposals as proposal that the SEC or the Nasdaq (or the respective staff member thereof) may indicate are indicates is 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 Company to be necessary or appropriate in connection with this Agreement, the Plan of Merger or the TransactionsStatement, and (Hv) adjournment of related and customary procedural and administrative matters. SPAC shall use its reasonable best efforts to obtain such approvals and authorizations from the SPAC Shareholders at the SPAC Extraordinary General Meeting, if necessaryincluding 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, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any minimize the SPAC Class A Shares redeemed by exercise of the foregoing (such proposals in (A) through (G), together, SPAC Shareholder Redemption Right by the “Transaction Proposals”), and SPAC Shareholders. SPAC shall include such recommendation the SPAC Board Recommendation in the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, SPAC Board shall not withdraw, amend, qualify be entitled to postpone or modify its recommendation adjourn the SPAC Extraordinary General Meeting solely to SPAC Shareholders that they vote in favor of the Transaction Proposals extent necessary (together with any withdrawal, amendment, qualification or modification of its recommendation to SPAC Shareholders described in the Recitals hereto, a “Modification in RecommendationSPAC Meeting Change”); provided ): (i) to comply with applicable Law, (ii) to ensure that any supplement or amendment to the Proxy Statement that the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if it determines in good faith, after consultation with its outside legal counsel, that, solely on the basis of Events that first became known (or the consequences of which first became known) to the SPAC or 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 by applicable Law is disclosed to SPAC Shareholders and for such supplemental supplement or amended disclosure amendment to be promptly disseminated and reviewed by 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; provided, 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 the CompanyCompany (such consent not to be unreasonably withheld, delayed or conditioned), 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 (x) may not be adjourned or postponed or adjourned to a date that is more than fifteen (15) days seven Business Days after the date for which the SPAC Extraordinary General Meeting was originally scheduled (excluding any postponements or adjournments required mandated by applicable Law) and (y) shall not be provided it is held no later than five (5) three Business Days prior to the Agreement End Termination Date. SPAC agrees ; provided, further, that it shall provide in the holders event of SPAC Class A Ordinary Shares the opportunity a postponement or adjournment pursuant to elect redemption of such SPAC Class A Ordinary Shares in connection with clauses (ii) or (iii), the SPAC Extraordinary General Meeting, Meeting shall be reconvened as required by SPAC’s Governing Documents. 120promptly as practicable following such time as the matters described in such clauses have been resolved.

SPAC Shareholder Approval. SPAC shall, in accordance with applicable Law and Nasdaq rules, shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to SPAC Shareholders in compliance with applicable Law and Nasdaq rulesLaw, (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 (the “SPAC Extraordinary General Shareholders’ Meeting”) in accordance with SPAC’s Governing Documents and Nasdaq rules Section 710 of the NYSE Listing Rules for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective under the Securities Acteffective, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Transaction Proposals, and (b) provide SPAC Shareholders with the opportunity to elect to effect a SPAC Share Redemption. Subject to any Permitted Withdrawal, SPAC shall, through its Board of Directors, recommend to SPAC Shareholders the (A) the adoption and approval of this Agreement and the consummation of the Transactions transactions contemplated hereby 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 Plan of Merger in accordance with section 233(6) of the DGCL, Cayman Statute (FC) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (GE) adoption and approval of any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with this Agreement, the Plan of Merger or the Transactionstransactions contemplated hereby, and (HF) adjournment of SPAC Extraordinary General Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (GD), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. SPAC Board shall not withdraw, amend, qualify or modify its recommendation to 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 if it determines to the extent required, upon the advice of counsel, in good faith, after consultation order to comply with its outside legal counsel, that, solely on the basis of Events that first became known (or the consequences of which first became known) to the SPAC or 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 Shareholders’ 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 Shareholders’ Meeting and submit for approval the Transaction ProposalsProposals 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 postpone or adjourn SPAC Extraordinary General 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 supplemental or amended disclosure to be disseminated and reviewed by SPAC Shareholders prior to SPAC Extraordinary General Shareholders’ Meeting; provided, that, without the consent of the Company, SPAC Extraordinary General Shareholders’ 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 Shareholders’ Meeting was originally scheduled (excluding any postponements or adjournments required by applicable Law) and (y) shall not be held later than five three (53) 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 Shareholders’ Meeting, as required by SPAC’s Governing Documents. 120.

SPAC Shareholder Approval. SPAC shall, in accordance with applicable Law and Nasdaq rules, (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to SPAC Shareholders in compliance with applicable Law and Nasdaq rules, (ii) duly (1) 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 following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for (to the extent not already established), duly call and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each give notice of, convene and hold a meeting of the Transaction ProposalsSPAC Shareholders (including any postponement or adjournment thereof, the “SPAC Extraordinary General Meeting”), in each case in accordance with the SPAC Memorandum and Articles of Association and applicable Law, for the purpose of (bi) provide providing the SPAC Shareholders with the opportunity to elect to effect a exercise their SPAC Share RedemptionShareholder Redemption Right in connection with the SPAC Transaction Proposals and (ii) obtaining the SPAC Shareholder Approval. Subject 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 any Permitted Withdrawal, SPAC shall, through its Board of Directors, recommend to obtain such approvals and authorizations from the SPAC Shareholders at the (A) adoption and approval of this Agreement and the consummation of the Transactions SPAC Extraordinary General Meeting, including by soliciting proxies as promptly as practicable 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 proposals as the SEC (or staff member thereof) may 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 Company to be necessary or appropriate in connection with this Agreement, the Plan of Merger or the Transactions, and (H) adjournment of SPAC 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) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. SPAC Board shall not withdraw, amend, qualify or modify its recommendation to 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 the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if it determines in good faith, after consultation with its outside legal counsel, that, solely on the basis of Events that first became known (or the consequences of which first became known) to the SPAC or 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 seeking such approvals and authorizations from the SPAC Shareholder ApprovalShareholders, (ii) for and minimize 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 redeemed by exercise of the opportunity to elect redemption of such SPAC Class A Ordinary Shares Shareholder Redemption Right by the SPAC Shareholders in connection with the SPAC Extraordinary General Meeting. The Proxy Statement/Prospectus shall include 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. 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 required 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 Governing Documents. 120obligations 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 shallshall use its commercially reasonable efforts to, as promptly as practicable, (i) establish the record date for, duly call, give notice of, convene and hold the meeting of the SPAC Shareholders (the “SPAC Shareholders Meeting”) in accordance with applicable Law the Governing Documents of SPAC and Nasdaq rulesthe Cayman Companies Law, (aii) as promptly as practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, (ix) file the Proxy Statement contained therein with the SEC in definitive form and (y) cause the Proxy Statement contained therein to be disseminated to the SPAC Shareholders in compliance with applicable Law and Nasdaq rules, (ii) duly (1) give notice of and (2iii) 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 following the date after the Registration Statement / Proxy Statement is declared effective under the Securities Act, and (iii) solicit proxies from the holders of SPAC Ordinary Shares Shareholders to vote in favor of each of accordance with the Transaction ProposalsSPAC Board Recommendation, and, if applicable, any approvals related thereto, and (b) provide providing the SPAC Shareholders with the opportunity to elect to effect a SPAC Share RedemptionOffer. Subject to any Permitted Withdrawal, SPAC shall, through its Board approval of Directorsthe SPAC Board, recommend to its shareholders (the “SPAC Shareholders Board Recommendation”), (i) the (A) adoption and approval of this Agreement and the consummation Transactions (including each of the Transactions in accordance with applicable Law and exchange rules and regulationsMerger, (B) the authorization of the Plan of Merger, Merger and the amended and restated SPAC Articles); (Cii) 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 each other proposals as proposal that either the SEC or Nasdaq (or the respective staff member members thereof) may indicate are indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto, ; (Giii) the adoption and approval of any each other proposals as proposal reasonably agreed to by SPAC SPAC, NewPubco, and the Company to be as necessary or appropriate in connection with this Agreement, the Plan consummation of Merger or the Transactions, ; and (Hiv) the adoption and approval of a proposal for the adjournment of the SPAC Extraordinary General Shareholders 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 (Ai) through (G), iv) together, the “Transaction Proposals”); provided, and include such recommendation in that SPAC may adjourn the Proxy Statement. SPAC Board shall not withdraw, amend, qualify or modify its recommendation to 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 the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if it determines in good faith, after consultation with its outside legal counsel, that, solely on the basis of Events that first became known (or the consequences of which first became known) to the SPAC or 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 (iA) to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (iiB) for the absence of a quorum and quorum, (iiiC) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure disclosures that SPAC has determined in good faith after consultation with determined, based on the advice of outside legal counsel 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 Extraordinary General 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 the Minimum Cash Condition not being satisfied; provided, provided that, without the consent of the Company, in no event shall SPAC Extraordinary General adjourn the SPAC Shareholders Meeting (x) may not be postponed or adjourned to a date that is for more than fifteen (15) days after Business Days later than the most recently adjourned meeting or to a date for which that is beyond the Termination Date. The SPAC Extraordinary General Meeting was originally scheduled (excluding any postponements or adjournments Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law) and (y) shall not be held later than five (5) Business Days prior to the Agreement End Date. , SPAC agrees covenants that it shall provide the holders none 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 MeetingBoard or SPAC nor any committee of the SPAC Board shall change, as required withdraw, withhold or modify, or propose publicly or by SPAC’s Governing Documents. 120formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement.

SPAC Shareholder Approval. SPAC shall, in accordance with applicable Law and Nasdaq rules, (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to SPAC Shareholders in compliance with applicable Law and Nasdaq rules, (ii) duly (1) 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 following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call and (iii) solicit proxies from the holders give notice of, convene and hold a meeting of SPAC Ordinary Shares to vote Shareholders (including any postponement or adjournment thereof, the “SPAC Extraordinary General Meeting”), in favor each case in accordance with SPAC’s Organizational Documents and applicable Law, for the purpose of each of the Transaction Proposals, and (bi) provide providing SPAC Shareholders with the opportunity to elect to effect a exercise their SPAC Share RedemptionShareholder Redemption Right and (ii) obtaining the SPAC Shareholder Approval. Subject 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 any Permitted Withdrawal, SPAC shall, through its Board of Directors, recommend to obtain such approvals and authorizations from the SPAC Shareholders at the (A) adoption and approval of this Agreement and the consummation of the Transactions SPAC Extraordinary General Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Law for the purpose of seeking such approvals and exchange rules authorizations from the SPAC Shareholders, and regulations, (B) minimize the authorization of the Plan of Merger, (C) in connection with the Domestication, the amendment SPAC Class A Shares redeemed by exercise of the SPAC Organizational Documents Shareholder Redemption Right by the SPAC Shareholders. The Proxy Statement/Prospectus shall include 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. 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 Successor Certificate 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 Incorporation and SPAC Successor BylawsShares 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, (D) approval without the prior written consent of the change of SPAC’s name to “Silver Spike Merger Sub II, Inc.”, Company (E) adoption and approval of the First Certificate of Merger in accordance with the DGCL, (F) adoption and approval of any other proposals as the SEC (or staff member thereof) may 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 Company such consent not to be necessary unreasonably withheld, delayed or appropriate in connection with this Agreementconditioned), SPAC may postpone or adjourn the Plan of Merger or the Transactions, and (H) adjournment of SPAC Extraordinary General Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve Meeting on only one occasion and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. SPAC Board shall not withdraw, amend, qualify or modify its recommendation to 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 the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if it determines in good faith, after consultation with its outside legal counsel, that, solely on the basis of Events that first became known (or the consequences of which first became known) to the SPAC or the SPAC Board after so long as 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 Extraordinary General Meeting is not adjourned or postponed more than fifteen (a “Permitted Withdrawal”). SPAC shall, subject to any Permitted Withdrawal, promptly notify (15) consecutive days past the originally scheduled date and in any event, provided it is held 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 Termination 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. 120.

SPAC Shareholder Approval. (a) SPAC shall, in accordance with applicable Law and Nasdaq rules, (a) as promptly as reasonably practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, (ia) cause establish the Proxy Statement to be disseminated to SPAC Shareholders in compliance with applicable Law and Nasdaq rules, (ii) duly (1) 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 following the date the Registration Statement is declared effective under the Securities Act, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Transaction Proposals, and (b) provide SPAC Shareholders with the opportunity to elect to effect a SPAC Share Redemption. Subject to any Permitted Withdrawal, SPAC shall, through its Board of Directors, recommend to SPAC Shareholders the (A) adoption and 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 proposals as the SEC (or staff member thereof) may 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 Company to be necessary or appropriate in connection with this Agreement, the Plan of Merger or the Transactions, and (H) adjournment of SPAC 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) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. SPAC Board shall not withdraw, amend, qualify or modify its recommendation to 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 the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if it determines in good faith, after consultation with its outside legal counsel, that, solely on the basis of Events that first became known (or the consequences of which first became known) to the SPAC or 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 a meeting of SPAC Extraordinary General Meeting shall not be affected by any Modification Shareholders (the “SPAC Shareholders Meeting”) in Recommendationaccordance with the SPAC Memorandum and Articles of Association and applicable Law, 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 solely for the purpose of (i) providing SPAC Shareholders with the opportunity to exercise their SPAC Shareholder Redemption Right, (ii) obtaining the SPAC Shareholder Approval, (ii) for the absence of a quorum and (iii) related and customary procedural and administrative matters, (b) cause the Proxy Statement to allow reasonable additional time for be disseminated to the filing or mailing of any supplemental or amended disclosure that SPAC has determined Shareholders in good faith after consultation compliance with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure (c) subject to be disseminated and reviewed by a SPAC Change in Recommendation, solicit proxies from the 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 vote in connection accordance with the SPAC Extraordinary General MeetingBoard Recommendation, as required by SPAC’s Governing Documentsand, if applicable, any approvals related thereto. 120Subject to a SPAC Change in Recommendation, SPAC shall, through approval of the SPAC Board, recommend to the SPAC Shareholders that they vote in favor of the SPAC Transaction Proposals (such recommendation, the “SPAC Board Recommendation”) and shall include such SPAC Board Recommendation in the Proxy Statement.

SPAC Shareholder Approval. SPAC shall, in accordance with applicable Law and Nasdaq rules, (a) as promptly as practicable after following the date the Registration Statement is declared effective by the SEC under the Securities Act, (i) cause the Proxy Statement to be disseminated to SPAC Shareholders in compliance with applicable Law establish a record date for, duly call and Nasdaq rules, (ii) duly (1) give notice of and (2) of, convene and hold an extraordinary general a meeting of SPAC Shareholders (the “SPAC Extraordinary General Meeting”) ), in each case in accordance with SPAC’s Governing Organizational Documents and Nasdaq rules applicable Law, for a date no later than thirty the purpose of (30i) Business Days following the date the Registration Statement is declared effective under the Securities Act, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Transaction Proposals, and (b) provide providing SPAC Shareholders with the opportunity to elect to effect a exercise their SPAC Share Redemption. Subject Shareholder Redemption Right, (ii) obtaining the SPAC Shareholder Approval, adopting or approving such other proposals as may be reasonably agreed to any Permitted Withdrawal, by SPAC shall, through its Board of Directors, recommend to SPAC Shareholders and the (A) adoption and approval of this Agreement and Company as necessary or appropriate in connection with the consummation of the Transactions in accordance with applicable Law and exchange rules and regulationsTransactions, (Biv) 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 adopting or approving any other proposals as proposal that the SEC or the Nasdaq (or the respective staff member thereof) may indicate are indicates is 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 Company to be necessary or appropriate in connection with this Agreement, the Plan of Merger or the TransactionsStatement, and (Hv) adjournment of related and customary procedural and administrative matters. SPAC shall use its reasonable best efforts to obtain such approvals and authorizations from the SPAC Shareholders at the SPAC Extraordinary General Meeting, if necessaryincluding 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, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any minimize the SPAC Ordinary Shares redeemed by exercise of the foregoing (such proposals in (A) through (G), together, SPAC Shareholder Redemption Right by the “Transaction Proposals”), and SPAC Shareholders. SPAC shall include such recommendation the SPAC Board Recommendation in the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, SPAC Board shall not withdraw, amend, qualify be entitled to postpone or modify its recommendation adjourn the SPAC Extraordinary General Meeting solely to SPAC Shareholders that they vote in favor of the Transaction Proposals extent necessary (together with any withdrawal, amendment, qualification or modification of its recommendation to SPAC Shareholders described in the Recitals hereto, a “Modification in RecommendationSPAC Meeting Change”); provided ): (i) to comply with applicable Law, (ii) to ensure that any supplement or amendment to the Proxy Statement that the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if it determines in good faith, after consultation with its outside legal counsel, that, solely on the basis of Events that first became known (or the consequences of which first became known) to the SPAC or 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 by applicable Law is disclosed to SPAC Shareholders and for such supplemental supplement or amended disclosure amendment to be promptly disseminated and reviewed by 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; or (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; provided, provided that, without the prior written consent of the CompanyCompany (such consent not to be unreasonably withheld, delayed or conditioned), 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 (x) may not be adjourned or postponed or adjourned to a date that is more than fifteen (15) days seven Business Days after the date for which the SPAC Extraordinary General Meeting was originally scheduled (excluding any postponements or adjournments required mandated by applicable Law) and (y) shall not be provided it is held no later than five (5) three Business Days prior to the Agreement End Termination Date. SPAC agrees ; provided, further, that it shall provide in the holders event of SPAC Class A Ordinary Shares the opportunity a postponement or adjournment pursuant to elect redemption of such SPAC Class A Ordinary Shares in connection with clauses (ii) or (iii), the SPAC Extraordinary General Meeting, Meeting shall be reconvened as required by SPAC’s Governing Documents. 120promptly as practicable following such time as the matters described in such clauses have been resolved.

SPAC Shareholder Approval. (i) SPAC shall, in accordance with applicable Law and Nasdaq rules, shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act (but in any event within twenty (20) Business Days of, the 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 Statement/Prospectus to be disseminated to SPAC Shareholders in compliance with applicable Law and Nasdaq rulesLaw, (ii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold an extraordinary general meeting of the SPAC Shareholders (the “SPAC Extraordinary General Shareholders’ Meeting”) in accordance with SPAC’s Governing Documents the SPAC Articles and Nasdaq the NYSE rules and regulations for a date no later than thirty thirty-five (3035) Business Days following the date the Registration Statement is declared effective under the Securities Acteffective, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the SPAC Transaction Proposals, and (b) provide SPAC Shareholders its shareholders with the opportunity to elect to effect a an SPAC Share Shareholder Redemption. Subject to any Permitted Withdrawal, SPAC shall, through its Board of Directorsthe SPAC Board, recommend to SPAC Shareholders its shareholders the (A) adoption and 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 proposals as the SEC (or staff member thereof) may 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 Company to be necessary or appropriate in connection with this Agreement, the Plan of Merger or the Transactions, and (H) adjournment of SPAC 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) through (G), together, the “Transaction Proposals”), Proposals and include such recommendation in the Proxy Statement/Prospectus. The SPAC Transaction Proposals shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC Shareholders at the SPAC Shareholders’ Meeting. Neither the SPAC Board or any committee or agent or representative thereof shall not withdraw, amend, qualify or modify modify, or propose to withdraw, amend, qualify or modify, its recommendation to 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 the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if it determines in good faith, after consultation with its outside legal counsel, that, solely on the basis of Events that first became known (or the consequences of which first became known) to the SPAC or 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. 120.