Common use of The Registration Statements and Proxy Statement Clause in Contracts

The Registration Statements and Proxy Statement. (a) As soon as reasonably practicable following the date of this Agreement, (i) the Company shall prepare and cause to be furnished to the SEC a proxy statement to be sent or otherwise made available to the Company Shareholders relating to the Company Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”); and (ii) the Squirrel Companies and the Company shall prepare, and Squirrel Cayman shall file with the SEC (x) a registration statement on Form F-4 (as amended or supplemented from time to time, the “Form F-4”), among other things, relating to the registration of the offer and sale of securities of to be issued in connection with the Business Combination, including the Parent Ordinary Shares issuable to the holders of Squirrel HoldCo Ordinary Shares immediately prior to the Reorganization Effective Time in connection with the Reorganization and the Parent Ordinary Shares issuable to the holders of the Company Securities immediately prior to the Merger Effective Time in connection with the Business Combination, in which the Proxy Statement will be included, and (y) the Form 8-A (the “Form 8-A”) in connection with the registration under the Exchange Act of the Parent Ordinary Shares contemplated pursuant to the Business Combination. The Squirrel Companies and the Company shall use their respective reasonable best efforts to have the Form F-4 and the Form 8-A declared effective under the Securities Act as soon as reasonably practicable after such filing. Each Party shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form F-4, the Form 8-A and Proxy Statement, and the Form F-4, the Form 8-A and Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of Squirrel Cayman and the Company shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form F-4, the Form 8-A or Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Form F-4, the Form 8-A or the Proxy Statement, as applicable. Each Party shall use its reasonable best efforts to respond as soon as reasonably practicable to any comments from the SEC with respect to the Form F-4, the Form 8-A or Proxy Statement. Notwithstanding the foregoing, prior to filing or causing to be filed the Form F-4, the Form 8-A or the Proxy Statement (or any amendment or supplement thereto) to the SEC and making it available to the shareholders of the Company or responding to any comments of the SEC with respect thereto, each of Squirrel Cayman and the Company shall (A) provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by the other. Each of Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and the Company shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form F-4 and the Form 8-A, the issuance of any stop order relating thereto or the suspension of the qualification of offering or sale of Parent Ordinary Shares to be issued in connection with the Business Combination immediately prior to the Merger Closing in any jurisdiction, and each of Squirrel Cayman and the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Squirrel Cayman and the Company shall also take any other action required to be taken under the Securities Act, the Exchange Act or any applicable non-U.S. or state securities or “blue sky” Laws in connection with the Business Combination and the issuance of Parent Ordinary Shares. Each of Squirrel Cayman and the Company shall use its reasonable best efforts to keep the Form F-4 and the Form 8-A effective as long as necessary to consummate the Business Combination and the other transactions contemplated by this Agreement. (b) The Company, on the one hand, and Squirrel HoldCo, Squirrel Cayman and Merger Sub, on the other hand, covenant that none of the information supplied or to be supplied by Squirrel HoldCo, Squirrel Cayman, Merger Sub or the Company, as applicable, for inclusion or incorporation by reference in (i) the Form F-4 or the Form 8-A will, at the time the such filing or any amendment or supplement thereto is declared effective under the Securities Act, 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, in light of the circumstances under which they are made, not misleading; or (ii) the Proxy Statement will, at the date it is first filed with the SEC in definitive form or mailed or otherwise made available to the Company Shareholders or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form F-4 and the Form 8-A will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, it being understood that no covenant is made by Squirrel HoldCo, Squirrel Cayman or Merger Sub with respect to statements or omissions made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, it being understood that no covenant is made by the Company with respect to statements or omissions made or incorporated by reference therein based on information supplied by Squirrel HoldCo, Squirrel Cayman or Merger Sub for inclusion or incorporation by reference therein. (c) If prior to the Reorganization Effective Time, any event occurs with respect to Squirrel HoldCo or any of its Subsidiaries, or any change occurs with respect to other information supplied by Squirrel HoldCo or other Squirrel Companies for inclusion in the Proxy Statement, the Form F-4 or the Form 8-A, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or the Form 8-A, then Squirrel HoldCo or Squirrel Cayman shall promptly notify the Company of such event, and Squirrel Cayman and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or the Form 8-A and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company Shareholders. (d) If prior to the Merger Effective Time, any event occurs with respect to the Company or any of it is Subsidiaries, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, the Form F-4 or the Form 8-A, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or the Form 8-A, then the Company shall promptly notify Squirrel HoldCo or Squirrel Cayman of such event, and the Company, Squirrel HoldCo and Squirrel Cayman shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or the Form 8-A and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company Shareholders.

The Registration Statements and Proxy Statement. (a) As soon as reasonably practicable following the date of this Agreement, (i) the Company shall prepare (with Parent’s reasonable cooperation) and cause to be furnished to the SEC a proxy statement to be sent or otherwise made available to the Company Shareholders relating to the Company Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”); and (ii) Parent shall prepare (with the Squirrel Companies Company’s reasonable cooperation) and the Company shall prepare, and Squirrel Cayman shall file (A) cause to be filed with the SEC (x) a registration statement on the Form F-4 (as amended or supplemented from time to time, the “Form F-4”), among other things, ) relating to the registration of the offer and sale of securities of Parent Ordinary Shares to be issued in connection with the Business Combination, including the Parent Ordinary Shares issuable to the holders of Squirrel HoldCo Ordinary Shares immediately prior to the Reorganization Effective Time in connection with the Reorganization and the Parent Ordinary Shares issuable to the holders of the Company Securities immediately prior to the Merger Effective Time in connection with the Business CombinationMerger, in which the Proxy Statement will be included, and (y) the Form 8-A (the “Form 8-A”) in connection with the registration under the Exchange Act of the Parent Ordinary Shares ADSs contemplated pursuant to the Business CombinationMerger and (B) cause the Depositary Bank to file with the SEC the Form F-6 (the “Form F-6”) relating to the registration under the Securities Act of the Parent ADSs contemplated pursuant to the Merger. The Squirrel Companies Parent and the Company shall use their respective reasonable best efforts to have the Form F-4 and F-4, the Form 8-A and the Form F-6 declared effective under the Securities Act as soon as reasonably practicable after such filing. Each Party of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form F-4, the Form 8-A A, the Form F-6 and Proxy Statement, and the Form F-4, the Form 8-A A, the Form F-6 and Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of Squirrel Cayman and the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form F-4, the Form 8-A A, the Form F-6 or Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Form F-4, the Form 8-A A, the Form F-6 or the Proxy Statement, as applicable. Each Party of the Company and Parent shall use its reasonable best efforts to respond as soon as reasonably practicable to any comments from the SEC with respect to the Form F-4, the Form 8-A A, the Form F-6 or Proxy Statement. Notwithstanding the foregoing, prior to filing or causing to be filed the Form F-4, the Form 8-A A, the Form F-6 or the Proxy Statement (or any amendment or supplement thereto) to the SEC and making it available to the shareholders of the Company or responding to any comments of the SEC with respect thereto, each of Squirrel Cayman and the Company and Parent shall (A) provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by the other. Each of Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and the Company and Parent shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form F-4 and F-4, the Form 8-AA and the Form F-6, the issuance of any stop order relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale of Parent Ordinary Shares to be issued in connection with the Business Combination immediately prior to the Merger Closing in any jurisdiction, and each of Squirrel Cayman and the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Squirrel Cayman and the Company and Parent shall also take any other action required to be taken under the Securities Act, the Exchange Act or any applicable non-U.S. or state securities or “blue sky” Laws in connection with the Business Combination Merger and the issuance of the Merger Consideration. Parent Ordinary Shares. Each of Squirrel Cayman and the Company shall use its reasonable best efforts to keep the Form F-4 and F-4, the Form 8-A and the Form F-6 effective as long as necessary to consummate the Business Combination Merger and the other transactions contemplated by this Agreement. (b) The Company, on the one hand, and Squirrel HoldCo, Squirrel Cayman and Merger SubParent, on the other hand, covenant that none of the information supplied or to be supplied by Squirrel HoldCo, Squirrel Cayman, Merger Sub Parent or the Company, as applicable, for inclusion or incorporation by reference in (i) the Form F-4 or F-4, the Form 8-A or the Form F-6 will, at the time the such filing or any amendment or supplement thereto is declared effective under the Securities Act, 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, in light of the circumstances under which they are made, not misleading; or (ii) the Proxy Statement will, at the date it is first filed with the SEC in definitive form or mailed or otherwise made available to the Company Shareholders Company’s shareholders or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form F-4 and F-4, the Form 8-A and the Form F-6 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, it being understood that no covenant is made by Squirrel HoldCo, Squirrel Cayman Parent or Merger Sub with respect to statements or omissions made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, it being understood that no covenant is made by the Company with respect to statements or omissions made or incorporated by reference therein based on information supplied by Squirrel HoldCo, Squirrel Cayman Parent or Merger Sub for inclusion or incorporation by reference therein. (c) If prior to the Reorganization Effective Time, any event occurs with respect to Squirrel HoldCo Parent or any of its Subsidiaries, or any change occurs with respect to other information supplied by Squirrel HoldCo or other Squirrel Companies Parent for inclusion in the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, then Squirrel HoldCo or Squirrel Cayman Parent shall promptly notify the Company of such event, and Squirrel Cayman Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or F-4, the Form 8-A or the Form F-6 and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company ShareholdersCompany’s shareholders. (d) If prior to the Merger Effective Time, any event occurs with respect to the Company or any of it is Subsidiaries, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, then the Company shall promptly notify Squirrel HoldCo or Squirrel Cayman Parent of such event, and the Company, Squirrel HoldCo Company and Squirrel Cayman Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or F-4, the Form 8-A or the Form F-6 and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company ShareholdersCompany’s shareholders.

The Registration Statements and Proxy Statement. (a) As soon as reasonably practicable following the date of this Agreement, (i) the Company SPAC shall prepare (with the Company’s reasonable cooperation) and cause to be furnished to the SEC a proxy statement to be sent or otherwise made available to the Company SPAC Shareholders relating to the Company SPAC Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”); and (ii) the Squirrel Companies and the Company shall prepare, prepare (with the SPAC’s reasonable cooperation) and Squirrel Cayman shall file cause to be filed with the SEC (x) a registration statement on the Form F-4 (as amended or supplemented from time to time, the “Form F-4”), among other things, ) relating to the registration of the offer and sale of securities of Pubco Class A Shares to be issued in connection with the Business Combination, including the Parent Ordinary Shares issuable to the holders of Squirrel HoldCo Ordinary Shares immediately prior to the Reorganization Effective Time in connection with the Reorganization and the Parent Ordinary Shares issuable to the holders of the Company Securities immediately prior to the Merger Effective Time in connection with the Business CombinationMerger, in which the Proxy Statement will be included, and (y) the Form 8-A (the “Form 8-A”) in connection with the registration under the Exchange Act of the Parent Ordinary Pubco Class A Shares contemplated pursuant to the Business CombinationMerger. The Squirrel Companies Company and the Company SPAC shall use their respective reasonable best efforts to have the Form F-4 and the Form 8-A declared effective under the Securities Act as soon as reasonably practicable after such filing. Each Party of the SPAC and the Company shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form F-4, the Form 8-A A, and Proxy Statement, and the Form F-4, the Form 8-A and Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of Squirrel Cayman the SPAC and the Company shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form F-4, the Form 8-A or Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Form F-4, the Form 8-A or the Proxy Statement, as applicable. Each Party of the SPAC and the Company shall use its reasonable best efforts to respond as soon as reasonably practicable to any comments from the SEC with respect to the Form F-4, the Form 8-A or Proxy Statement. Notwithstanding the foregoing, prior to filing or causing to be filed the Form F-4, the Form 8-A or the Proxy Statement (or any amendment or supplement thereto) to the SEC and making it available to the shareholders of the Company SPAC or responding to any comments of the SEC with respect thereto, each of Squirrel Cayman the SPAC and the Company shall (A) provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by the other. Each of Squirrel Cayman (including as Parent upon and following the Reorganization Closing) SPAC and the Company shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form F-4 and the Form 8-A, the issuance of any stop order relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale of Parent Ordinary Shares to be issued in connection with the Business Combination immediately prior to the Merger Closing in any jurisdiction, and each of Squirrel Cayman the SPAC and the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Notwithstanding anything to the contrary, neither this provision nor any other provision in this Agreement shall require counsel to either of the SPAC, the Company or their tax advisors to provide an opinion that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code or otherwise qualifies for the Intended Tax Treatment. Each of Squirrel Cayman the SPAC and the Company shall also take any other action required to be taken under the Securities Act, the Exchange Act or any applicable non-U.S. or state securities or “blue sky” Laws in connection with the Business Combination Merger and the issuance of Parent Ordinary Sharesthe Merger Consideration. Each of Squirrel Cayman and the The Company shall use its reasonable best efforts to keep the Form F-4 and the Form 8-A effective as long as necessary to consummate the Business Combination Merger and the other transactions contemplated by this Agreement.. Page 63 of 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (b) The CompanySPAC, on the one hand, and Squirrel HoldCo, Squirrel Cayman and Merger Subthe Company, on the other hand, covenant that none of the information supplied or to be supplied by Squirrel HoldCo, Squirrel Cayman, Merger Sub the Company or the CompanySPAC, as applicable, for inclusion or incorporation by reference in (i) the Form F-4 or the Form 8-A will, at the time the such filing or any amendment or supplement thereto is declared effective under the Securities Act, 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, in light of the circumstances under which they are made, not misleading; or (ii) the Proxy Statement will, at the date it is first filed with the SEC in definitive form or mailed or otherwise made available to the Company Shareholders SPAC’s shareholders or at the time of the Company SPAC Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form F-4 and the Form 8-A will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, it being understood that no covenant is made by Squirrel HoldCo, Squirrel Cayman the Company or Merger Sub with respect to statements or omissions made or incorporated by reference therein based on information supplied by the Company SPAC for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, it being understood that no covenant is made by the Company SPAC with respect to statements or omissions made or incorporated by reference therein based on information supplied by Squirrel HoldCo, Squirrel Cayman the Company or Merger Sub for inclusion or incorporation by reference therein. (c) If prior to the Reorganization Effective Time, any event occurs with respect to Squirrel HoldCo or any of its Subsidiaries, or any change occurs with respect to other information supplied by Squirrel HoldCo or other Squirrel Companies for inclusion in the Proxy Statement, the Form F-4 or the Form 8-A, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or the Form 8-A, then Squirrel HoldCo or Squirrel Cayman shall promptly notify the Company of such event, and Squirrel Cayman and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or the Form 8-A and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company Shareholders. (d) If prior to the Merger Effective Time, any event occurs with respect to the Company or any of it is its Subsidiaries, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, the Form F-4 or the Form 8-A, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or the Form 8-A, then the Company shall promptly notify Squirrel HoldCo or Squirrel Cayman the SPAC of such event, and the Company, Squirrel HoldCo Company and Squirrel Cayman the SPAC shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or the Form 8-A and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the SPAC’s shareholders. (d) If prior to the Effective Time, any event occurs with respect to the SPAC or any of it is Subsidiaries, or any change occurs with respect to other information supplied by the SPAC for inclusion in the Proxy Statement, the Form F-4 or the Form 8-A, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or the Form 8-A, then the SPAC shall promptly notify the Company Shareholdersof such event, and the SPAC and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or the Form 8-A and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the SPAC’s shareholders.

The Registration Statements and Proxy Statement. (a) As soon as reasonably practicable following the date of this Agreement, (i) the Company shall prepare (with Parent’s reasonable cooperation) and cause to be furnished to the SEC a proxy statement to be sent or otherwise made available to the Company Shareholders relating to the Company Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”); and (ii) Parent shall prepare (with the Squirrel Companies Company’s reasonable cooperation) and the Company shall prepare, and Squirrel Cayman shall file (A) cause to be filed with the SEC (x) a registration statement the Registration Statement on Form F-4 (as amended or supplemented from time to time, the “Form F-4”), among other things, ) relating to the registration of the offer and sale of securities of Parent Ordinary Shares to be issued in connection with the Business Combination, including the Parent Ordinary Shares issuable to the holders of Squirrel HoldCo Ordinary Shares immediately prior to the Reorganization Effective Time in connection with the Reorganization and the Parent Ordinary Shares issuable to the holders of the Company Securities immediately prior to the Merger Effective Time in connection with the Business CombinationMerger, in which the Proxy Statement will shall be included, and (y) the Form 8-A (the “Form 8-A”) in connection with the registration under the Exchange Act of the Parent Ordinary Shares ADSs contemplated pursuant to the Business CombinationMerger and (B) cause the Depositary Bank to file with the SEC the Form F-6 (the “Form F-6”) relating to the registration under the Securities Act of the Parent ADSs contemplated pursuant to the Merger. The Squirrel Companies Parent and the Company shall use their respective reasonable best efforts to have the Form F-4 and F-4, the Form 8-A and the Form F-6 declared effective under the Securities Act as soon as reasonably practicable after such filing. Each Party of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form F-4, the Form 8-A A, the Form F-6 and Proxy Statement, and the Form F-4, the Form 8-A A, the Form F-6 and Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of Squirrel Cayman and the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form F-4, the Form 8-A A, the Form F-6 or Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Form F-4, the Form 8-A A, the Form F-6 or the Proxy Statement, as applicable. Each Party of the Company and Parent shall use its reasonable best efforts to respond as soon as reasonably practicable to any comments from the SEC with respect to the Form F-4, the Form 8-A A, the Form F-6 or Proxy Statement. Notwithstanding the foregoing, prior to filing or causing to be filed the Form F-4, the Form 8-A A, the Form F-6 or the Proxy Statement (or any amendment or supplement thereto) to the SEC and making it available to the shareholders of the Company or responding to any comments of the SEC with respect thereto, each of Squirrel Cayman and the Company and Parent shall (A) provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by the other. Each of Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and the Company and Parent shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form F-4 and F-4, the Form 8-AA and the Form F-6, the issuance of any stop order relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale of Parent Ordinary Shares to be issued in connection with the Business Combination immediately prior to the Merger Closing in any jurisdiction, and each of Squirrel Cayman and the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Squirrel Cayman and the Company and Parent shall also take any other action required to be taken under the Securities Act, the Exchange Act or any applicable non-U.S. or U.S. state securities or “blue sky” Laws in connection with the Business Combination Merger and the issuance of the Merger Consideration. Parent Ordinary Shares. Each of Squirrel Cayman and the Company shall use its reasonable best efforts to keep the Form F-4 and F-4, the Form 8-A and the Form F-6 effective as long as necessary to consummate the Business Combination Merger and the other transactions contemplated by this Agreement. (b) The Company, on the one hand, and Squirrel HoldCo, Squirrel Cayman and Merger SubParent, on the other hand, covenant that none of the information supplied or to be supplied by Squirrel HoldCo, Squirrel Cayman, Merger Sub Parent or the Company, as applicable, for inclusion or incorporation by reference in (i) the Form F-4 or F-4, the Form 8-A willor the Form F-6 shall, at the time the such filing or any amendment or supplement thereto is declared effective under the Securities Act, 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, in light of the circumstances under which they are made, not misleading; or (ii) the Proxy Statement willshall, at the date it is first filed with the SEC in definitive form or mailed or otherwise made available to the Company Shareholders Company’s shareholders or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form F-4 and F-4, the Form 8-A will and the Form F-6 shall comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, it being understood that no covenant is made by Squirrel HoldCo, Squirrel Cayman Parent or Merger Sub with respect to statements or omissions made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein. The Proxy Statement will shall comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, it being understood that no covenant is made by the Company with respect to statements or omissions made or incorporated by reference therein based on information supplied by Squirrel HoldCo, Squirrel Cayman Parent or Merger Sub for inclusion or incorporation by reference therein. (c) If prior to the Reorganization Effective Time, any event occurs with respect to Squirrel HoldCo Parent or any of its Subsidiaries, or any change occurs with respect to other information supplied by Squirrel HoldCo or other Squirrel Companies Parent for inclusion in the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, then Squirrel HoldCo or Squirrel Cayman Parent shall promptly notify the Company of such event, and Squirrel Cayman Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or F-4, the Form 8-A or the Form F-6 and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company ShareholdersCompany’s shareholders. (d) If prior to the Merger Effective Time, any event occurs with respect to the Company or any of it is Subsidiaries, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, then the Company shall promptly notify Squirrel HoldCo or Squirrel Cayman Parent of such event, and the Company, Squirrel HoldCo Company and Squirrel Cayman Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or F-4, the Form 8-A or the Form F-6 and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company ShareholdersCompany’s shareholders.

The Registration Statements and Proxy Statement. (a) As soon as reasonably practicable following the date of this Agreement, (i) the Company shall prepare (with Parent’s reasonable cooperation) and cause to be furnished to the SEC a proxy statement to be sent or otherwise made available to the Company Shareholders relating to the Company Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”); and (ii) Parent shall prepare (with the Squirrel Companies Company’s reasonable cooperation) and the Company shall prepare, and Squirrel Cayman shall file (A) cause to be filed with the SEC (x) a registration statement on the Form F-4 (as amended or supplemented from time to time, the “Form F-4”), among other things, ) relating to the registration of the offer and sale of securities of Parent Ordinary Shares to be issued in connection with the Business Combination, including the Parent Ordinary Shares issuable to the holders of Squirrel HoldCo Ordinary Shares immediately prior to the Reorganization Effective Time in connection with the Reorganization and the Parent Ordinary Shares issuable to the holders of the Company Securities immediately prior to the Merger Effective Time in connection with the Business CombinationMerger, in which the Proxy Statement will be included, and (y) the Form 8-A (the “Form 8-A”) in connection with the registration under the Exchange Act of the Parent Ordinary Shares ADSs contemplated pursuant to the Business CombinationMerger and (B) cause the Depositary Bank to file with the SEC the Form F-6 (the “Form F-6”) relating to the registration under the Securities Act of the Parent ADSs contemplated pursuant to the Merger. The Squirrel Companies Parent and the Company shall use their respective reasonable best efforts to have the Form F-4 and F-4, the Form 8-A and the Form F-6 declared effective under the Securities Act as soon as reasonably practicable after such filing. Each Party of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form F-4, the Form 8-A A, the Form F-6 and Proxy Statement, and the Form F-4, the Form 8-A A, the Form F-6 and Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of Squirrel Cayman and the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form F-4, the Form 8-A A, the Form F-6 or Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Form F-4, the Form 8-A A, the Form F-6 or the Proxy Statement, as applicable. Each Party of the Company and Parent shall use its reasonable best efforts to respond as soon as reasonably practicable to any comments from the SEC with respect to the Form F-4, the Form 8-A A, the Form F-6 or Proxy Statement. Notwithstanding the foregoing, prior to filing or causing to be filed the Form F-4, the Form 8-A A, the Form F-6 or the Proxy Statement (or any amendment or supplement thereto) to the SEC and making it available to the shareholders of the TABLE OF CONTENTS​ Company or responding to any comments of the SEC with respect thereto, each of Squirrel Cayman and the Company and Parent shall (A) provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by the other. Each of Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and the Company and Parent shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form F-4 and F-4, the Form 8-AA and the Form F-6, the issuance of any stop order relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale of Parent Ordinary Shares to be issued in connection with the Business Combination immediately prior to the Merger Closing in any jurisdiction, and each of Squirrel Cayman and the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Squirrel Cayman and the Company and Parent shall also take any other action required to be taken under the Securities Act, the Exchange Act or any applicable non-U.S. or state securities or “blue sky” Laws in connection with the Business Combination Merger and the issuance of the Merger Consideration. Parent Ordinary Shares. Each of Squirrel Cayman and the Company shall use its reasonable best efforts to keep the Form F-4 and F-4, the Form 8-A and the Form F-6 effective as long as necessary to consummate the Business Combination Merger and the other transactions contemplated by this Agreement. (b) The Company, on the one hand, and Squirrel HoldCo, Squirrel Cayman and Merger SubParent, on the other hand, covenant that none of the information supplied or to be supplied by Squirrel HoldCo, Squirrel Cayman, Merger Sub Parent or the Company, as applicable, for inclusion or incorporation by reference in (i) the Form F-4 or F-4, the Form 8-A or the Form F-6 will, at the time the such filing or any amendment or supplement thereto is declared effective under the Securities Act, 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, in light of the circumstances under which they are made, not misleading; or (ii) the Proxy Statement will, at the date it is first filed with the SEC in definitive form or mailed or otherwise made available to the Company Shareholders Company’s shareholders or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form F-4 and F-4, the Form 8-A and the Form F-6 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, it being understood that no covenant is made by Squirrel HoldCo, Squirrel Cayman Parent or Merger Sub with respect to statements or omissions made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, it being understood that no covenant is made by the Company with respect to statements or omissions made or incorporated by reference therein based on information supplied by Squirrel HoldCo, Squirrel Cayman Parent or Merger Sub for inclusion or incorporation by reference therein. (c) If prior to the Reorganization Effective Time, any event occurs with respect to Squirrel HoldCo Parent or any of its Subsidiaries, or any change occurs with respect to other information supplied by Squirrel HoldCo or other Squirrel Companies Parent for inclusion in the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, then Squirrel HoldCo or Squirrel Cayman Parent shall promptly notify the Company of such event, and Squirrel Cayman Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or F-4, the Form 8-A or the Form F-6 and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company ShareholdersCompany’s shareholders. (d) If prior to the Merger Effective Time, any event occurs with respect to the Company or any of it is Subsidiaries, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or F-4, the Form 8-AA or the Form F-6, then the Company shall promptly notify Squirrel HoldCo or Squirrel Cayman Parent of such event, and the Company, Squirrel HoldCo Company and Squirrel Cayman Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or F-4, the Form 8-A or the Form F-6 and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company ShareholdersCompany’s shareholders.