Common use of The Registration Statement; Special Shareholder Meeting Clause in Contracts

The Registration Statement; Special Shareholder Meeting. (a) As promptly as practicable after the date hereof, SPAC, the Company and Holdings shall jointly prepare, and Holdings shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Holdings Common Shares and the Holdings Warrants to be issued under this Agreement, which Registration Statement will also contain a proxy statement of SPAC (as amended or supplemented, including any prospectus contained therein, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing SPAC Shareholders an opportunity in accordance with the SPAC Charter and the IPO Prospectus to exercise their Redemption Rights. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at a special meeting of SPAC Shareholders to be called and held for such purpose (including any adjournment or postponement thereof, the “Special Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, the Merger and the other Transactions by SPAC Shareholders in accordance with SPAC’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and NASDAQ (including the adoption of the A&R Holdings Charter and Bylaws effective as of the Closing and the appointment of the board of directors of Holdings, and any other proposals as are required to implement the foregoing), (ii) the adoption and approval of any other proposals as the SEC may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (iii) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary or advisable in order to effect the Transactions contemplated herein (the approvals described in foregoing clauses (i) to (iii), collectively, the “Shareholder Approval Matters”) and (iv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC in consultation with Holdings. (b) SPAC, acting through its board of directors (or a committee thereof), shall (i) make the SPAC Recommendation and include such SPAC Recommendation in the Proxy Statement, (ii) cause the Proxy Statement to be mailed to SPAC Shareholders as promptly as practicable following the date upon which the Registration Statement becomes effective in accordance with SPAC’s Organizational Documents and (iii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters. If, on the date for which the Special Shareholder Meeting is scheduled, SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, SPAC may, in consultation with Holdings and in accordance with the SPAC Charter, make one or more successive postponements or adjournments of the Special Shareholder Meeting. In connection with the Registration Statement, SPAC and Holdings will file with the SEC financial and other information about the Transactions in accordance with applicable Law, SPAC’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and NASDAQ. (c) SPAC, the Company and Holdings shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption Rights. Each of SPAC, Holdings and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Holdings, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC, the Company and Holdings shall amend or supplement the Registration Statement and Holdings shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents. No filing of, or amendment or supplement to the Registration Statement will be made by SPAC, Holdings or the Company without the approval of the other of such Parties (such approval not to be unreasonably withheld, conditioned or delayed). (d) Each of SPAC, Holdings and the Company shall, as promptly as practicable after receipt thereof, supply each other such Party or Parties with copies of all material written correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, or, if not in writing, a written summary of such material communication, with respect to the Registration Statement or the Transactions. No response to any comments from the SEC or its staff relating to the Registration Statement or the Transactions will be made by Holdings, the Company or SPAC without the prior consent of such other Parties (such consent not to be unreasonably withheld, conditioned or delayed), and without providing such other Parties a reasonable opportunity to review and comment thereon. Notwithstanding the foregoing, SPAC, the Company and Holdings, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. (e) As soon as practicable (and in any event within three Business Days) following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Holdings shall distribute the Registration Statement to SPAC Shareholders in accordance with SPAC’s Organizational Documents. (f) SPAC shall call the Special Shareholder Meeting in accordance with the SPAC’s Organizational Documents for a date that is no later than 30 days following the effectiveness of the Registration Statement or such other date as agreed between SPAC and Company. (g) SPAC and Holdings shall comply with all applicable Laws, any applicable rules and regulations of NASDAQ, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption Rights. (h) As promptly as practicable after the effectiveness of the Registration Statement, Holdings shall prepare, and Holdings shall file with the SEC a registration statement on Form F-1 in connection with the registration for resale under the Securities Act of the Holdings Common Shares issued to the Company Shareholders party to this Agreement as of the date hereof and the Holdings Common Shares issued to the PIPE Investors pursuant to the PIPE Investment. The obligations of SPAC, the Company and Holdings set forth in Section 8.15(c) and Section 8.15(d) with respect to the Registration Statement shall apply to such resale registration statement on Form F-1, mutatis mutandis.

The Registration Statement; Special Shareholder Meeting. (a) As promptly as practicable after the date hereof, SPACMGO, the Company HMI and Holdings shall jointly prepare, and Holdings shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Holdings Common Shares and the Holdings Warrants to be issued under this Agreement, which Registration Statement will also contain a proxy statement of SPAC MGO (as amended or supplemented, including any prospectus contained therein, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC MGO Shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing SPAC Shareholders an opportunity in accordance with the SPAC Charter and the IPO Prospectus to exercise their Redemption RightsMeeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC MGO Shareholders to vote, at a special meeting of SPAC MGO Shareholders to be called and held for such purpose (including any adjournment or postponement thereof, the “Special Shareholder Meeting”), in favor of resolutions approving approving: (i) the adoption and approval of this Agreement, the Merger and the other Transactions by SPAC MGO Shareholders in accordance with SPACMGO’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and NASDAQ Nasdaq (including the adoption of the A&R Holdings Charter and Bylaws effective as of the Closing and the appointment of the board of directors of Holdings, and any other proposals as are required to implement the foregoing), , (ii) the adoption and approval of any other proposals as the SEC may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, , (iii) such other matters as the Company HMI and SPAC MGO shall hereafter mutually determine to be necessary or advisable in order to effect the Transactions contemplated herein (the approvals described in foregoing clauses (i) to (iii), collectively, the “Shareholder Approval Matters”) and and (iv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC MGO in consultation with Holdings. (b) SPACMGO, acting through its board of directors (or a committee thereof), shall (i) make the SPAC MGO Recommendation and include such SPAC MGO Recommendation in the Proxy Statement, (ii) cause the Proxy Statement to be mailed to SPAC MGO Shareholders as promptly as practicable following the date upon which the Registration Statement becomes effective in accordance with SPACMGO’s Organizational Documents and (iii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters. If, on the date for which the Special Shareholder Meeting is scheduled, SPAC MGO has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, SPAC MGO may, in consultation with Holdings and in accordance with the SPAC MGO Charter, make one or more successive postponements or adjournments of the Special Shareholder Meeting. In connection with the Registration Statement, SPAC MGO and Holdings will file with the SEC financial and other information about the Transactions in accordance with applicable Law, SPACMGO’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and NASDAQNasdaq. (c) SPACMGO, the Company HMI and Holdings shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption RightsMeeting. Each of SPACMGO, Holdings and the Company HMI shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the CompanyHMI, Holdings, SPAC MGO and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. SPACMGO, the Company HMI and Holdings shall amend or supplement the Registration Statement and Holdings shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC MGO Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACMGO’s Organizational Documents. No filing of, or amendment or supplement to the Registration Statement will be made by SPACMGO, Holdings or the Company HMI without the approval of the other of such Parties (such approval not to be unreasonably withheld, conditioned or delayed). (d) Each of SPACMGO, Holdings and the Company HMI shall, as promptly as practicable after receipt thereof, supply each other such Party or Parties with copies of all material written correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, or, if not in writing, a written summary of such material communication, with respect to the Registration Statement or the Transactions. No response to any comments from the SEC or its staff relating to the Registration Statement or the Transactions will be made by Holdings, the Company HMI or SPAC MGO without the prior consent of such other Parties (such consent not to be unreasonably withheld, conditioned or delayed), and without providing such other Parties a reasonable opportunity to review and comment thereon. Notwithstanding the foregoing, SPACMGO, the Company HMI and Holdings, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. (e) As soon as practicable (and in any event within three Business Days) following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC MGO and Holdings shall distribute the Registration Statement to SPAC MGO Shareholders in accordance with SPACMGO’s Organizational Documents. (f) SPAC MGO shall call the Special Shareholder Meeting in accordance with the SPACMGO’s Organizational Documents for a date that is no later than 30 days following the effectiveness of the Registration Statement or such other date as agreed between SPAC MGO and CompanyHMI. (g) SPAC MGO and Holdings shall comply with all applicable Laws, any applicable rules and regulations of NASDAQNasdaq, SPACMGO’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption RightsMeeting. (h) As promptly as practicable after the effectiveness of the Registration Statement, Holdings shall prepare, and Holdings shall file with the SEC a registration statement on Form F-1 in connection with the registration for resale under the Securities Act of the Holdings Common Shares issued to the Company HMI Shareholders party to this Agreement as of the date hereof and the Holdings Common Shares issued to the PIPE Investors pursuant to the PIPE Investmenthereof. The obligations of SPACMGO, the Company HMI and Holdings set forth in Section 8.15(c8.17(c) and Section 8.15(d8.17(d) with respect to the Registration Statement shall apply to such resale registration statement on Form F-1, mutatis mutandis. (i) MGO has prepared and filed with the SEC a registration statement on Form S-3 (File No. 333-276680) (the “S-3 Registration Statement”) that contains a form of prospectus to be used in connection with and offering and sale of securities of MGO in a Permitted Capital Raise (the “Prospectus”). (i) At the time of effectiveness of the S-3 Registration Statement (or at the time of any post-effective amendment to the S-3 Registration Statement) and at all times subsequent thereto through the closing of any Permitted Capital Raise, if any, the S-3 Registration Statement and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Securities Act and rules and regulations promulgated thereunder, and did or will, in all material respects, conform to the requirements of the Securities Act and the rules and regulations promulgated thereunder. The S-3 Registration Statement, as of the time of effectiveness and the date of closing of any Permitted Capital Raise, did not, and the amendments and supplements thereto, as of their respective dates, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the date of closing of any Permitted Capital Raise, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) The agreements and documents described in the S-3 Registration Statement and the Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required to be described in the S-3 Registration Statement or the Prospectus or to be filed with the Commission as exhibits to the S-3 Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which MGO is a party or by which its property or business is or may be bound or affected and that is (A) referred to in the S-3 Registration Statement or the Prospectus or attached as an exhibit thereto, or (B) material to MGO, has been duly authorized and validly executed by MGO, is in full force and effect and is enforceable against MGO and, to MGO’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement or instrument has been assigned by MGO, and neither MGO nor, to MGO’s knowledge, assuming reasonable inquiry, any other party is in breach or default thereunder and, to MGO’s knowledge, assuming reasonable inquiry, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. (iii) Without limiting the generality of the foregoing, and subject thereto, in connection with any Permitted Capital Raise, the S-3 Registration Statement and the Prospectus will contain an accurate, fair and complete description of the material terms and aspects of this Agreement and the Ancillary Documents, including any amendments thereto, and the Transactions contemplated hereby; provided, that MGO shall have no liability hereunder with respect to any information provided by Hxxxxxx, its Affiliates or their respective Representatives for inclusion in the S-3 Registration Statement, including through incorporation by reference. (iv) In connection with any Permitted Capital Raise MGO shall provide the underwriting bank or placement agent with all of the diligence materials that are customarily provided in connection with a registered offering including a comfort letter from its auditors, corporate opinions and a negative assurance letter from its attorney prior to any such offering. (j) If, at any time prior to the Record Date, the MGO Principals own less than a majority of the MGO Shares then issued and outstanding, then MGO will purchase MGO Shares from MGO Shareholders that are not MGO Principals in sufficient quantity such that the MGO Principals will own at least a majority of the MGO Shares on the Record Date.

The Registration Statement; Special Shareholder Meeting. (a) As promptly as reasonably practicable after the date hereof, SPAC, the Company and Holdings shall jointly prepare, and Holdings shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Holdings Common Ordinary Shares and the Holdings Warrants to be issued under this Agreementin connection with the Merger, which Registration Statement will also contain a proxy statement of SPAC (as amended or supplemented, including any prospectus contained therein, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing SPAC Shareholders an opportunity in accordance with the SPAC Charter and the IPO Prospectus to exercise their Redemption Rights. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at a special meeting of SPAC Shareholders to be called and held for such purpose (including any adjournment or postponement thereof, the “Special Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, the Merger and the other Transactions by SPAC Shareholders in accordance with SPAC’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and NASDAQ the NYSE (including any items required by Laws to effect the adoption of the A&R Holdings Charter and Bylaws effective as of the Closing and the appointment of the board of directors of Holdings, Merger and any other proposals as are required to implement the foregoing), (ii) the adoption and approval of any other proposals as the SEC may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (iii) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary or advisable appropriate in order to effect the Transactions contemplated herein (the approvals described in foregoing clauses (i) to (iii), collectively, the “Shareholder Approval Matters”) and (iv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC in consultation with Holdings. (b) SPAC, acting through its board of directors (or a committee thereof), shall (i) make the SPAC Recommendation and include such SPAC Recommendation in the Proxy Statement, (ii) cause the Proxy Statement to be mailed to SPAC Shareholders in accordance with SPAC’s Organizational Documents as promptly as practicable (and in any event within three (3) Business Days) following the date upon which the Registration Statement becomes is declared effective in accordance with SPAC’s Organizational Documents under the Securities Act and (iii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters. If, on the date for which the Special Shareholder Meeting is scheduled, SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, SPAC may, in consultation with Holdings and in accordance with the SPAC Charter, make one or more successive postponements or adjournments of the Special Shareholder Meeting. In connection with the Registration Statement, SPAC and Holdings will file with the SEC financial and other information about the Transactions in accordance with applicable Law, SPAC’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and NASDAQthe NYSE. (c) SPAC, the Company and Holdings shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption Rights. Each of SPAC, Holdings and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Holdings, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC, the Company and Holdings shall amend or supplement the Registration Statement and Holdings shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents. No filing of, or amendment or supplement to the Registration Statement will be made by SPAC, Holdings or the Company without the approval of the other of such Parties (such approval not to be unreasonably withheld, conditioned or delayed). (d) Each of SPAC, Holdings and the Company shall, as promptly as practicable after receipt thereof, supply each other such Party or Parties with copies of all material written correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, or, if not in writing, a written summary of such material communication, with respect to the Registration Statement or the Transactions. No response to any comments from the SEC or its staff relating to the Registration Statement or the Transactions will be made by Holdings, the Company or SPAC without the prior consent of such other Parties (such consent not to be unreasonably withheld, conditioned or delayed), and without providing such other Parties a reasonable opportunity to review and comment thereon. Notwithstanding the foregoing, SPAC, the Company and Holdings, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. (e) As soon as practicable (and SPAC, in any event within three Business Days) following the Registration Statement “clearing” comments from the SEC and becoming effectiveconsultation with Holdings, SPAC and Holdings shall distribute the Registration Statement to SPAC Shareholders in accordance with SPAC’s Organizational Documents. (f) SPAC shall call the Special Shareholder Meeting in accordance with the SPAC’s Organizational Documents for a date that is no later than 30 days following the effectiveness of the Registration Statement or such other date as agreed between SPAC and Company. (gf) SPAC and Holdings shall comply with all applicable Laws, any applicable rules and regulations of NASDAQthe NYSE, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption Rights. (hg) As promptly as reasonably practicable after the effectiveness of the Registration StatementClosing, Holdings shall prepare, and Holdings shall file with the SEC a registration statement on Form F-1 in connection with the registration for resale under the Securities Act of the Holdings Common Ordinary Shares issued to the Company Shareholders party to this Agreement as of the date hereof and the Holdings Common Ordinary Shares issued to the PIPE Investors pursuant to the PIPE Investment. The obligations of SPAC, the Company and Holdings set forth in Section 8.15(c9.15(c) and Section 8.15(d9.15(d) with respect to the Registration Statement shall apply to such resale registration statement on Form F-1, mutatis mutandis. (h) All expenses incident to the Company’s filing of the Registration Statement pursuant to this Section 9.15 (including, without limitation, all registration, qualification and filing fees, printing expenses, transfer agent fees and expenses, travel expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel, all independent certified public accountants, underwriters and other Persons retained by the Company and SPAC), shall be paid 50% by the Company and 50% by SPAC.

The Registration Statement; Special Shareholder Meeting. (a) As promptly as reasonably practicable after the date hereof, SPAC, SPAC and the Company and Holdings shall jointly prepare, and Holdings SPAC shall file with the SEC SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Holdings Common offer and sale of the SPAC Shares and the Holdings Warrants to be issued under this Agreementin connection with the Merger, which Registration Statement will also contain a proxy statement of SPAC (as amended or supplemented, including any prospectus contained therein, the “Proxy Statement”) for the purpose of soliciting proxies or votes from the SPAC Shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the SPAC Shareholders an opportunity in accordance with the SPAC Charter and the IPO Prospectus to exercise their Redemption Rights. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC Shareholders to vote, at a special meeting of SPAC Shareholders to be called and held for such purpose (including any adjournment or postponement thereof, the “Special Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, the Merger and the other Transactions by SPAC Shareholders in accordance with SPAC’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and NASDAQ any applicable Exchange (including any items required by Laws to effect the adoption of the A&R Holdings Charter and Bylaws effective as of the Closing and the appointment of the board of directors of Holdings, Merger and any other proposals as are required to implement the foregoing), (ii) the adoption and approval of any other proposals as the SEC may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (iii) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary or advisable appropriate in order to effect the Transactions contemplated herein (the approvals described in foregoing clauses (i) to (iii), collectively, the “Shareholder Approval Matters”) and (iv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC in consultation with Holdingsthe Company. (b) SPAC, acting through its board of directors (or a committee thereof), SPAC shall (i) make include the SPAC Recommendation and include such SPAC Recommendation in the Proxy Statement, (ii) cause the Proxy Statement to be mailed to SPAC Shareholders in accordance with SPAC’s Organizational Documents as promptly as practicable (and in any event within three Business Days) following the date upon which the Registration Statement becomes is declared effective in accordance with SPAC’s Organizational Documents under the Securities Act and (iii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters. If, on the date for which the Special Shareholder Meeting is scheduled, SPAC has not received proxies and votes representing a sufficient number of shares SPAC Shares to obtain the Required Shareholder Approval MattersApproval, SPAC may, in consultation with Holdings the Company and in accordance with the SPAC Charter, make one or more successive postponements or adjournments of the Special Shareholder Meeting. In connection with the Registration Statement, SPAC and Holdings the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law, SPAC’s Organizational Documents, the Delaware General Corporation Law and the rules and regulations of the SEC and NASDAQany applicable Exchange. (c) SPAC, SPAC and the Company and Holdings shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption Rights. Each of SPAC, Holdings SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Holdings, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC, SPAC and the Company and Holdings shall amend or supplement the Registration Statement and Holdings SPAC shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents. No filing of, or amendment or supplement to to, the Registration Statement will be made by SPAC, Holdings SPAC or the Company without the approval of the other of such Parties (such approval not to be unreasonably withheld, conditioned or delayed). (d) Each of SPAC, Holdings SPAC and the Company shall, as promptly as practicable after receipt thereof, supply each other such Party or Parties with copies of all material written correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, or, if not in writing, a written summary of such material communication, with respect to the Registration Statement or the Transactions. No response to any comments from the SEC or its staff relating to the Registration Statement or the Transactions will be made by Holdings, the Company or SPAC without the prior consent of such the other Parties (such consent not to be unreasonably withheld, conditioned or delayed), and without providing such other Parties Party a reasonable opportunity to review and comment thereon. Notwithstanding the foregoing, SPAC, SPAC and the Company and HoldingsCompany, with the assistance of the other Partiesother, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become be declared effective. (e) As soon as practicable (and SPAC, in any event within three Business Days) following consultation with the Registration Statement “clearing” comments from the SEC and becoming effectiveCompany, SPAC and Holdings shall distribute the Registration Statement to SPAC Shareholders in accordance with SPAC’s Organizational Documents. (f) SPAC shall call the Special Shareholder Meeting in accordance with the SPAC’s Organizational Documents for a date that is no later than 30 days following the effectiveness of the Registration Statement or such other date as agreed between SPAC and Company. (gf) SPAC and Holdings shall comply with all applicable Laws, any applicable rules and regulations of NASDAQany applicable Exchange, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption Rights. (hg) As promptly as reasonably practicable after the effectiveness of the Registration StatementClosing, Holdings SPAC shall prepare, prepare and Holdings shall file with the SEC a registration statement on Form F-1 S-1 in connection with the registration for resale under the Securities Act of the Holdings Common SPAC Shares issued to the Company Shareholders party to this Agreement as that will be Affiliates of SPAC after the date hereof and the Holdings Common Shares issued to the PIPE Investors pursuant to the PIPE InvestmentClosing. The obligations of SPAC, SPAC and the Company and Holdings set forth in Section 8.15(c6.16(c) and Section 8.15(d6.16(d) with respect to the Registration Statement shall apply to such resale registration statement on Form F-1S-1, mutatis mutandis. (h) All expenses incident to the Company’s filing of the Registration Statement pursuant to this Section 6.16 (including, without limitation, all registration, qualification and filing fees, printing expenses, Exchange Agent fees and expenses, travel expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel, all independent certified public accountants, underwriters and other Persons retained by the Company and SPAC), shall be paid 50% by the Company and 50% by SPAC if the Closing does not occur.

The Registration Statement; Special Shareholder Meeting. (a) As promptly as practicable after the date hereof, SPACPurchaser, the Company and Holdings shall jointly prepare, and Holdings shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Holdings Common Ordinary Shares and the Holdings Warrants to be issued under this Agreement, which Registration Statement will also contain a proxy statement of SPAC Purchaser (as amended or supplemented, including any prospectus contained therein, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Purchaser Shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing SPAC Purchaser Shareholders an opportunity in accordance with the SPAC Purchaser Charter and the IPO Prospectus to exercise their Redemption Rights. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Purchaser Shareholders to vote, at a special an extraordinary general meeting of SPAC Purchaser Shareholders to be called and held for such purpose (including any adjournment or postponement thereof, the “Special Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, the Plan of Merger, the Merger and the other Transactions by SPAC Purchaser Shareholders in accordance with SPACPurchaser’s Organizational Documents, the Delaware General Corporation Law Cayman Companies Act and the rules and regulations of the SEC and NASDAQ the NYSE (including the adoption of the A&R Holdings Charter and Bylaws effective as of the Closing Merger Effective Time and the appointment of the board of directors of Holdings, and any other proposals as are required to implement the foregoing), (ii) the adoption and approval of any other proposals as the SEC may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (iii) such other matters as the Company and SPAC Purchaser shall hereafter mutually determine to be necessary or advisable appropriate in order to effect the Transactions contemplated herein (the approvals described in foregoing clauses (i) to (iii), collectively, the “Shareholder Approval Matters”) and (iv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC Purchaser in consultation with Holdings. (b) SPACPurchaser, acting through its board of directors (or a committee thereof), shall (i) make the SPAC Purchaser Recommendation and include such SPAC Purchaser Recommendation in the Proxy Statement, (ii) cause the Proxy Statement to be mailed to SPAC Purchaser Shareholders as of the applicable record date as promptly as practicable following the date upon which the Registration Statement becomes effective in accordance with SPACPurchaser’s Organizational Documents and (iii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters. If, on the date for which the Special Shareholder Meeting is scheduled, SPAC Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, SPAC Purchaser may, in consultation with Holdings and in accordance with the SPAC Purchaser Charter, make one or more successive postponements or adjournments of the Special Shareholder Meeting. In connection with the Registration Statement, SPAC Purchaser and Holdings will file with the SEC financial and other information about the Transactions in accordance with applicable Law, SPACPurchaser’s Organizational Documents, the Delaware General Corporation Law Cayman Companies Act and the rules and regulations of the SEC and NASDAQthe NYSE. (c) SPACPurchaser, the Company and Holdings shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption Rights. Each of SPACPurchaser, Holdings and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Holdings, SPAC Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. SPACPurchaser, the Company and Holdings shall amend or supplement the Registration Statement and Holdings shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC Purchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPACPurchaser’s Organizational Documents. No filing of, or amendment or supplement to the Registration Statement will be made by SPACPurchaser, Holdings or the Company without the approval of the other of such Parties (such approval not to be unreasonably withheld, conditioned or delayed). (d) Each of SPACPurchaser, Holdings and the Company shall, as promptly as practicable after receipt thereof, supply each other such Party or Parties with copies of all material written correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, or, if not in writing, a written summary of such material communication, with respect to the Registration Statement or the Transactions. No response to any comments from the SEC or its staff relating to the Registration Statement or the Transactions will be made by Holdings, the Company or SPAC Purchaser without the prior consent of such other Parties (such consent not to be unreasonably withheld, conditioned or delayed), and without providing such other Parties a reasonable opportunity to review and comment thereon. Notwithstanding the foregoing, SPACPurchaser, the Company and Holdings, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. (e) As soon as practicable (and in any event within three Business Days) following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser and Holdings shall distribute the Registration Statement to SPAC Purchaser Shareholders in accordance with SPACPurchaser’s Organizational Documents. (f) SPAC Purchaser shall call the Special Shareholder Meeting in accordance with the SPACPurchaser’s Organizational Documents for a date that is no later than 30 days following the effectiveness of the Registration Statement or such other date as agreed between SPAC Purchaser and Company. (g) SPAC Purchaser and Holdings shall comply with all applicable Laws, any applicable rules and regulations of NASDAQthe NYSE, SPACPurchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption Rights. (h) As promptly as practicable after the effectiveness of the Registration Statement, Holdings shall prepare, and Holdings shall file with the SEC a registration statement on Form F-1 in connection with the registration for resale under the Securities Act of the Holdings Common Ordinary Shares issued to the Company Shareholders party to this Agreement as of the date hereof and the Holdings Common Ordinary Shares issued to the PIPE Investors pursuant to the PIPE Investment. The obligations of SPACPurchaser, the Company and Holdings set forth in Section 8.15(c8.14(c) and Section 8.15(d8.14(d) with respect to the Registration Statement shall apply to such resale registration statement on Form F-1, mutatis mutandis.