Common use of Notwithstanding Section 5 Clause in Contracts

Notwithstanding Section 5. 6(a) hereof, from and after the date hereof and until the Contribution Date, each of CMCO and Buyer shall cooperate in good faith and acting reasonably to identify the Business Employees located outside of the United States who will be transferred to the Business (the “Delayed Transferred Employees”) each of whom will remain employed by CMCO or its relevant Affiliate on the Contribution Date and will transfer to the Subsidiary or its relevant Affiliate and become Transferred Employees on the terms and conditions set forth in Section 5.6(a) above once Subsidiary or an Affiliate thereof has established an entity that is legally able to hire and employ each such Delayed Transferred Employee (each, a “NewCo Entity”), and the relevant NewCo Entity has provided reasonable notice of such Delayed Transferred Employees’ transfer of employment (the “Transition Period”). From the Contribution Date until the end of the Transition Period, the Delayed Transferred Employees shall provide to Subsidiary or an Affiliate thereof the services described in the arrangement set forth in and appended to the Transition Services Agreement to be entered into by and between CMCO and Buyer. If, within 90 days following the Contribution Date, Subsidiary or its relevant Affiliate has not met its obligations herein to set up and operationalize the NewCo Entities in each jurisdiction in which the Delayed Transferred Employees are located, then Subsidiary or its relevant Affiliate shall provide each such Delayed Transferred Employee with employment through a third-party employer of record, on the terms set forth in Section 5.6(a) herein, within 30 days of such determination. For purposes of Section 2 hereof, and solely with respect to the Delayed Transferred Employees (and any Contributed Assets (e.g., laptops) in the possession of such Delayed Transferred Employees), the Contribution Date shall be considered the date on which any such Delayed Transferred Employees becomes a Transferred Employee as set forth herein.

Notwithstanding Section 5. 6(a) hereof02(a), from and after during the date hereof and until the Contribution DateInterim Period, each of CMCO and Buyer shall cooperate in good faith and acting reasonably to identify the Business Employees located outside of the United States who will be transferred to the Business (the “Delayed Transferred Employees”) each of whom will remain employed by CMCO or its relevant Affiliate on the Contribution Date and will transfer to the Subsidiary or its relevant Affiliate and become Transferred Employees on the terms and conditions except as otherwise expressly set forth in Section 5.6(a5.02(b) above once Subsidiary of the Alignvest Disclosure Schedule, as required by applicable Law or an Affiliate thereof has established an entity that is legally able as consented to hire and employ each in writing in advance by Sagicor (such Delayed Transferred Employee (eachconsent not to be unreasonably withheld, a “NewCo Entity”)conditioned or delayed, and in the relevant NewCo Entity has provided reasonable notice event Sagicor does not acknowledge receiving a request for consent within seven (7) Business Days after such consent is requested by Alignvest, Sagicor shall be deemed to have consented to such request) or as otherwise contemplated, permitted or required by this Agreement, the Scheme of such Delayed Transferred Employees’ transfer of employment (Arrangement, the “Transition Period”). From Alignvest Arrangement or the Contribution Date until the end Alignvest Continuance, Alignvest shall not, directly or indirectly, do any of the Transition Periodfollowing (it being understood that no action with respect to subject matters specifically addressed by this Section 5.02(b) shall be deemed a breach of Section 5.02(a)): (i) amend any Constitutive Documents of Alignvest in any respect that would be material to Sagicor (other than as contemplated under this Agreement or in connection with the Sagicor Arrangement or the Plan of Arrangement); (ii) (A) directly or indirectly issue, sell or grant any Alignvest Shares or any other Equity Interests of Alignvest, other than the Delayed Transferred Employees shall provide issuance of any shares or other convertible securities in an amount up to Subsidiary the Redemption Replacement Amount to replace some or an Affiliate thereof all of the services Alignvest Class A Shares as to which a redemption right has been exercised or in connection with the Forward Purchase Agreements entered into on or prior to the Agreement Date, in accordance with the rules of the TSX applicable to SPACs and on terms acceptable to Sagicor, acting reasonably, (B) redeem, purchase or otherwise reacquire any issued and outstanding Alignvest Shares, except in connection with the redemption by Alignvest Shareholders of Class A Shares in accordance with the share terms and as described in the arrangement set forth Final IPO Prospectus, or (C) split, combine or reclassify any Alignvest Shares, except as described in the Final IPO Prospectus; (iii) make, by contribution to capital, property transfers, purchase of securities or otherwise, any material investment (other than investments in marketable securities and appended cash equivalents) in any Person; (iv) lend money to any Person; (v) except for indebtedness for borrowed money not to exceed a maximum aggregate principal amount equal to the Transition Services Agreement to be entered into lesser of (i) 10% of the gross proceeds raised from the issuance of Class A Restricted Voting Units by and between CMCO and Buyer. If, within 90 days following the Contribution Date, Subsidiary or Alignvest in connection with its relevant Affiliate has not met its obligations herein to set up and operationalize the NewCo Entities in each jurisdiction in which the Delayed Transferred Employees are located, then Subsidiary or its relevant Affiliate shall provide each such Delayed Transferred Employee with employment through a third-party employer of record, on the terms set forth in Section 5.6(a) herein, within 30 days of such determination. For purposes of Section 2 hereofinitial public offering, and solely (ii) CDN$5 million, in accordance with the rules or proposed rules of the TSX applicable to SPACs, incur any indebtedness for borrowed money (including by way of issuing any debt securities), or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, any material indebtedness for borrowed money; (vi) make any material changes to its methods of accounting or accounting practices, except as required by IFRS or TSX rules and regulations; (vii) commence, settle, compromise or otherwise resolve any Proceeding, except in connection with a breach of this Agreement; (viii) (A) make, change or revoke any Tax election or adopt or change any method of Tax accounting, (B) settle or compromise any liability with respect to Taxes or surrender any claim for a refund of Taxes, (C) file any amended Tax Return or (D) consent to any extension or waiver of the Delayed Transferred Employees limitations period applicable to any claim or assessment with respect to Taxes; (ix) make any material capital expenditure; (x) (A) enter into or terminate (other than expiration in accordance with its terms) any Alignvest Material Contract or other Contract that would constitute an Alignvest Material Contract if entered into prior to the Agreement Date or (B) modify or amend or renew (other than renewal in accordance with its terms and any Contributed Assets (e.g., laptops) in the possession of such Delayed Transferred EmployeesOrdinary Course consistent with past practice), or waive any material right or remedy under, any Alignvest Material Contract, except, in each case, as described in the Contribution Date shall be considered Warrant Amendment Resolution; or (xi) authorize any of, or commit, resolve or agree in writing or otherwise to take any of, the date on which any such Delayed Transferred Employees becomes a Transferred Employee as set forth hereinforegoing actions.