Common use of Proxy/Registration Statement Clause in Contracts

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company shall prepare, and PubCo 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, the “Proxy/Registration Statement”) relating to the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination, this Agreement and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts to within five Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC and PubCo will advise the Company, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPACthe Company and SPAC shall jointly prepare, the Acquisition Entities and the Company shall prepare, and PubCo 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, the “Proxy/Registration Statement”) relating to (x) the SPAC Shareholders’ Meeting to approve and adopt: adopt the Transaction Proposals and (Ay) the Business Combination, this Agreement and registration under the other Transaction DocumentsSecurities Act of the Company Ordinary Shares representing the Merger Consideration, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC Company Warrants and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment Ordinary Shares issuable upon exercise of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any Company Warrants. Each of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities Company and the Company each SPAC shall use their commercially respective reasonable best efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, Company and SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Company Ordinary Shares and Company Warrants pursuant to this Agreement. Each of the Company, Company and SPAC and PubCo also agrees to use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information respectively, concerning SPAC and the Company, Company and its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall (and shall use commercially reasonable best efforts to do so within five (5) Business Days thereof, of such finalization and effectiveness) mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company and SPAC shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of the Company, SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority Governmental Authority (including Nasdaqthe Stock Exchange) in connection with the TransactionsTransactions (collectively, the “Transaction Filings”). Subject to Section 11.610.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half fifty percent (50%) of the cost for fees, costs and expenses incurred in connection with the preparation, filing and mailing of the Proxy/Registration Statement and other related feesin connection with the Transactions. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement or the Transaction Filings will be mutually prepared and agreed upon by the Company and SPAC, PubCo and the Company. SPAC and PubCo The Company will advise the CompanySPAC, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Company Ordinary Shares and Company Warrants to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or any Transaction Filings or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo The Company and the Company SPAC shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement or any Transaction Filings and any amendment to the Proxy/Registration Statement or any Transaction Filings filed in response thereto. (iii) If, at any time prior to the Acquisition First Effective Time, any event or circumstance relating to SPACSPAC or the Company, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity the Company which should is required to be set forth in an amendment or a supplement to the Proxy/Registration StatementStatement so that any of such documents would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, SPAC or PubCoin light of the circumstances under which they were made, as not misleading, the case may be, Party that discovers such information shall promptly inform the Companyother Party(ies). If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration StatementThereafter, the Company shall promptly inform and SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall to be promptly file such amendment or supplement filed with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company and SPAC shall prepare, prepare and mutually agree upon and PubCo shall file with the SEC, SEC a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting Stockholders (including any adjournment or postponement thereof, the “SPAC Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the PubCo Ordinary Shares (including to approve the extent permitted under the Securities Act, any Earnout Shares issued under Section 2.8) pursuant to this Agreement, (y) to provide the Public Stockholders (as defined below) an opportunity in accordance with SPAC Governing Documents to have their shares of SPAC Common Stock redeemed in the SPAC Share Redemption and adopt(z) to solicit proxies from SPAC Stockholders for the approval and adoption of: (A) the Business Combination, this Agreement and the other Transaction DocumentsAgreement, the Mergers Ancillary Agreements, the SPAC Merger and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed determined by SPAC and SPAC, the Company and PubCo to be necessary or appropriate in connection with the transactions Transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPACThe Company, the each Acquisition Entities Entity and SPAC shall furnish all information concerning such party as SPAC and the Company may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement. Each such Party each shall use their commercially reasonable efforts to (1) cause the Proxy/Proxy/ Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law Law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company, Company and its Subsidiaries and Material Subsidiaries (in the case of the Company) or SPAC (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC ShareholdersStockholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K or a current report of PubCo on Form 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including NasdaqNasdaq or NYSE) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq or NYSE, SPAC Governing Documents, and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholder Meeting and the SPAC Share Redemption. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC PubCo and PubCo the Company will advise SPAC, and SPAC will advise PubCo and the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company each other with a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement amendments filed in response thereto. (iii) If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to SPAC, an Acquisition Entity SPAC or their respective its officers or directors, should be directors is discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, a current report of SPAC on Form 8-K or PubCoa current report of PubCo on Form 6-K, as the case may be, SPAC shall promptly inform the CompanyCompany and PubCo. If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors, should be directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, a current report of SPAC on Form 8-K or a current report of PubCo on Form 6-K, the Company or PubCo, as the case may be, shall promptly inform SPAC and PubCoSPAC. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC ShareholdersStockholders.

Proxy/Registration Statement. (ia) As promptly as reasonably practicable after the execution of this Agreement, SPACthe parties shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Acquisition Entities and the Company shall prepareparties), and PubCo shall file with the SEC, a registration statement on Form F-4 the Proxy Statement / Registration Statement (as amended or supplemented from time to time, and including the Proxy Statementsupplemented, the “Proxy/Registration Statement”) relating to the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination, this Agreement and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to it being understood that the Proxy/Registration Statement or correspondence related theretoshall include a registration statement (the “Registration Statement”) and prospectus of PubCo and a proxy statement of Kcompany), (C) any other proposals as reasonably agreed by SPAC and which will be used for the Company Kcompany Shareholders Meeting to be necessary or appropriate in connection with held to consider (i) the adoption and approval of this Agreement and the transactions contemplated hereby, therein (the “BCA Proposal”); (ii) the approval of the Initial Merger and the Cayman Plan of Merger (Dthe “Initial Merger Proposal”); (iii) the adjournment of the SPAC Shareholders’ Kcompany Shareholders Meeting, if necessary, for up to 15 days to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (the “Adjournment Proposal”); and (iv) the adoption and approval of any other proposals the parties deem necessary to effectuate the Transactions (each, an “Additional Proposal”) (such proposals in clauses (Ai) through (D), collectivelyiii) together, the “Transaction Kcompany Proposals”). SPAC, the Acquisition Entities and the Company each . (b) Each party shall use their commercially its reasonable best efforts to (1i) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SECthereto, (2ii) promptly notify each other of, cooperate with each other with respect to and respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3iii) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4iv) to keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date As promptly as practicable after finalization of the Proxy/Registration Statement, Kcompany shall mail the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant Proxy/Registration Statement to this Agreementits shareholders. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company party shall furnish all information concerning the Company, it and its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders subsidiaries as may reasonably be reasonably requested by any other party in connection with any such action. As promptly as practicable after finalization actions and effectiveness the preparation of the Proxy/Registration Statement, SPAC provided, however, that no party shall use reasonable best efforts any such information for any purposes other than those contemplated by this Agreement unless: (A) such party obtains the prior written consent of the other to within five Business Days thereofsuch use (which consent shall not be unreasonably withheld, mail the Proxy/Registration Statement conditioned or delayed); or (B) to the SPAC Shareholders. Each extent that use of SPAC, PubCo and the Company shall furnish such information is required to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf avoid violation of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related feesapplicable Law. (iic) Any No filing of, or of an amendment or supplement to, to the Proxy/Registration Statement will be mutually prepared and agreed upon made by SPACa party without the approval of the other parties (such approval not to be unreasonably withheld, PubCo and the Companyconditioned or delayed). SPAC and PubCo Each party will advise the Companyother, promptly after receiving they receive notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Ordinary Shares to be issued or issuable as Merger Consideration in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company Each party shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (d) Kcompany represents that the information supplied by Kcompany for inclusion in the Proxy/Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Kcompany, (iii) the time of the Kcompany Shareholders Meeting, and (iv) the Initial Merger Effective Time, contain any untrue statement of a material fact or fail 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 were made, not misleading. If, at any time prior to the Acquisition Initial Merger Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity Kcompany or their respective its officers or directors, should be discovered by SPAC or an Acquisition Entity Kcompany which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, Kcompany shall promptly inform the Company. All documents that Kcompany is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The Company represents that the information supplied by the Company and PubCo for inclusion in the Proxy/Registration Statement or any current report on Form 8-K shall not, at (i) the time the Registration Statement is declared effective (in the case of the Proxy/Registration Statement) or at the time filed (in the case of a current report on Form 8-K), (ii) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Kcompany (in the case of the Proxy/Registration Statement), (iii) the time of the Kcompany Shareholders Meeting (in the case of the Proxy/Registration Statement), and (iv) the Second Merger Effective Time (in the case of the Proxy/Registration Statement), contain any untrue statement of a material fact or fail 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 were made, not misleading. If, at any time prior to the Acquisition Second Merger Effective Time, any event or circumstance relating to the a Group Company, any of or its Subsidiaries or their respective officers or directors, should be discovered by the Company or PubCo which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCoKcompany. Thereafter, SPAC, PubCo and All documents that the Company shall promptly cooperate in the preparation and or PubCo is responsible for filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, in connection with the Transactions will comply as to form and substance in all material respects with the extent required by Law, disseminate such amendment or supplement to applicable requirements of the SPAC ShareholdersSecurities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPACthe Company and SPAC shall jointly prepare, the Acquisition Entities and the Company shall prepare, and PubCo 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, the “Proxy/Registration Statement”) relating to (x) the SPAC Shareholders’ Meeting to approve and adopt: adopt the Transaction Proposals and (Ay) the Business Combination, this Agreement and registration under the other Transaction Documents, Securities Act of the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and Registrable Securities. Each of the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their respective commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, Company and SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Company Ordinary Shares and Company Warrants pursuant to this Agreement. Each of the Company, Company and SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information respectively, concerning SPAC and the Company, Company and its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall, and shall use commercially reasonable best efforts to within five (5) Business Days thereofof such finalization and effectiveness, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company and SPAC shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of the Company, SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority Governmental Authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.610.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees.. 72 (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by the Company and SPAC, PubCo and the Company. SPAC and PubCo The Company will advise the CompanySPAC, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Company Ordinary Shares and Company Warrants to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo The Company and the Company SPAC shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition First Effective Time, any event or circumstance relating to SPACSPAC or the Company, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity the Company which should is required to be set forth in an amendment or a supplement to the Proxy/Registration StatementStatement so that any of such documents would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, SPAC or PubCoin light of the circumstances under which they were made, as not misleading, the case may be, Party that discovers such information shall promptly inform the Companyother Party(ies). If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration StatementThereafter, the Company shall promptly inform and SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall to be promptly file such amendment or supplement filed with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.. 73

Proxy/Registration Statement. (ia) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities (i) Parent and the Company shall preparejointly prepare a single document (the “Proxy Statement/Prospectus”) that will constitute both (i) the Company Proxy Statement and (ii) the prospectus to be included in Parent’s Registration Statement, and PubCo (ii) Parent shall file the Registration Statement with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, . Parent and including the Company shall cause the Proxy Statement, the “Proxy/Registration Statement”) relating to the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination, this Agreement and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC Prospectus to comply as to form and substance in all material respects with all Laws applicable thereto the requirements of Laws. Parent and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable Company shall use their reasonable best efforts to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared become effective under the Securities Act as promptly as practicable and (4) keep the Proxy/date of effectiveness being the “Registration Statement effective as long as is necessary Effective Date”). Parent shall use reasonable best efforts to consummate the Transactions. Prior obtain, prior to the effective date effectiveness of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law laws or “Blue Sky” permits and permits, approvals or exceptions as required to carry out consummate the Transactions, transactions contemplated hereby. Each of Parent and the Company shall immediately notify the other of any communication from the SEC (and, to the extent such communication is in writing, provide to the other a copy of such communication) concerning the Registration Statement or the Proxy Statement/Prospectus. Parent or the Company each shall furnish all information concerning itself as the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as other party may be reasonably requested request in connection with any the preparation of the Proxy Statement/Prospectus and each shall cause (so far as it is legally capable of causing) its accountants to assist with the furnishing of such actioninformation. As promptly as practicable after finalization the Registration Statement Effective Date, the proxy statement and effectiveness prospectus included in the Proxy Statement/Prospectus (collectively, the “Proxy Materials”) shall be mailed to the stockholders of the Proxy/Registration StatementCompany. (b) Subject to Section 5.4, SPAC shall use reasonable best efforts to within five Business Days thereof, mail the Proxy/Registration Statement no amendment or supplement to the SPAC ShareholdersProxy Statement/Prospectus shall be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld, delayed or conditioned. Each of SPAC, PubCo Parent and the Company shall furnish to promptly advise the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf upon becoming aware of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaqi) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC and PubCo will advise the Company, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of (ii) the issuance of any stop order, of (iii) the suspension of the qualification of PubCo Parent Ordinary Shares to be issued or issuable in connection with this Agreement the Merger for offering or sale in any jurisdictionjurisdiction or (iv) any comments, responses or of any request by requests from the SEC for amendment of relating to the Proxy/Registration Statement or comments thereon and responses thereto Proxy Statement/Prospectus or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response theretotransactions contemplated by this Agreement. (c) The information supplied by the Company for inclusion in the Proxy Statement/Prospectus shall not, at (i) the Registration Statement Effective Date, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement/Prospectus or necessary in order to make the statements in the Proxy Statement/Prospectus not misleading. If, at any time prior to the Acquisition Effective Time, any event or circumstance information relating to SPAC, an Acquisition Entity the Company or their respective officers or directors, any of its Subsidiaries should be discovered by SPAC or an Acquisition Entity which the Company that should be set forth in an amendment or a supplement to the ProxyProxy Statement/Registration StatementProspectus, SPAC or PubCo, as the case may be, Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act. (d) The information supplied by Parent for inclusion in the Proxy Statement/Prospectus and in any other filing with the SEC by the Company shall not, at (i) the Registration Statement Effective Date, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders Meeting, (iv) the Effective Time and (v) at the time such document is filed with or submitted to the SEC, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement/Prospectus or necessary in order to make the statements in the Proxy Statement/Prospectus not misleading. If, at any time prior to the Acquisition Effective Time, any event or circumstance information relating to the Company, Parent or any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which Parent that should be set forth in an amendment or a supplement to the ProxyProxy Statement/Registration StatementProspectus, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the Exchange Act. (e) Subject to Section 5.4(d)(ii) or 5.4(d)(iii), the Company Proxy Statement shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and include the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC ShareholdersBoard Recommendation.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPACTopCo, the Acquisition Entities SPAC and the Company shall prepare, prepare and PubCo TopCo shall file (and the Company shall cause TopCo to file) with the SEC, SEC a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting Stockholders (including any adjournment or postponement thereof, the “SPAC Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the TopCo Common Shares to approve be issued pursuant to this Agreement, (y) to provide the SPAC Stockholders holding shares of SPAC Common Stock an opportunity to redeem their shares of SPAC Common Stock in the SPAC Share Redemption in accordance with the Governing Documents of SPAC and adopt(z) to solicit proxies from SPAC Stockholders for the approval and adoption of: (A) the Business Combination, this Agreement and the other Transaction Documentstransactions contemplated hereby, including the Mergers and Transactions (the other Transactions“Merger Proposal”), (B) the amendment to the Governing Documents of SPAC, (C) any other proposals as the SEC or NYSE American (or the respective staff member members thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (CD) any other proposals as reasonably agreed determined by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, hereby and (DE) adjournment of the SPAC Shareholders’ Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (DF), collectively, the “Transaction Proposals”). SPACEach of TopCo, the Acquisition Entities Company and SPAC shall furnish all information concerning such party as any such other party may reasonably request in connection with such actions and the Company each preparation of the Proxy/Registration Statement. Each party shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration StatementStatement in accordance with Section 8.4(a)(iii) of this Agreement and Section 8.4(a)(iii) of the Company Disclosure Schedules, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, Company and SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares SPAC Common Stock pursuant to this Agreement. Each of the Company, Company and SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company, Company and its Subsidiaries (in the case of the Company) or SPAC and Material its Subsidiaries (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration StatementStatement is declared effective by the SEC, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC ShareholdersStockholders. Each of SPACTopCo, PubCo SPAC and the Company shall furnish to the such other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including NasdaqNYSE American) in connection with the Transactions. Subject to Section 11.6SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of the NYSE American, the Governing Documents of SPAC, and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholder Meeting and the SPAC Share Redemption. Each of TopCo, the Company and SPAC shall provide such other parties and their respective legal counsels with a reasonable opportunity to review and comment upon drafts of the Proxy/Registration Statement, and shall give reasonable consideration to any comments made by any such party and its legal counsels prior to the filing of the Proxy/Registration Statement with the SEC. The Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-one half of the cost costs for the preparation, filing and mailing of the Proxy/Registration Statement (excluding, for the avoidance of doubt, the fees and expenses of outside counsels, financial advisors, consultants and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC and PubCo will advise the Company, promptly after receiving notice thereof, advisors of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable each party incurred in connection with this Agreement for offering or sale in any jurisdictiontherewith, or of any request which shall be paid by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayedparty), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company and SPAC shall prepare, prepare and mutually agree upon and SPAC and PubCo shall file with the SEC, SEC a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting Stockholders (including any adjournment or postponement thereof, the “SPAC Stockholders Meeting”) (x) in connection with the registration under the Securities Act of the PubCo Ordinary Shares (including to approve the extent permitted under the Securities Act, any Earnout Shares issued under Section 2.11) and adoptAssumed Warrants to be issued to all of the Company Shareholders and all of the SPAC Stockholders pursuant to this Agreement, (y) to provide the Public Stockholders (as defined below) an opportunity in accordance with SPAC Governing Documents to have their shares of SPAC Class A Common Stock redeemed in the SPAC Share Redemption and (z) to solicit proxies from SPAC Stockholders for the approval and adoption of: (A) the Business Combination, this Agreement and the other Transaction DocumentsAgreement, the Mergers SPAC Merger and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed determined by SPAC and the Company PubCo to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPACThe Company, the each Acquisition Entities Entity and SPAC shall furnish all information concerning such party as SPAC and the Company may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement. Each such Party each shall use their commercially reasonable efforts to (1) cause the Proxy/Proxy/ Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares and Assumed Warrants pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company, Company and its Subsidiaries and Material Subsidiaries (in the case of the Company) or SPAC (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC ShareholdersStockholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Consent Solicitation Statement, Proxy/Registration Statement, a current report of SPAC on Form 8-K or a current report of PubCo on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including NasdaqNasdaq or NYSE) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq or NYSE, SPAC Governing Documents, and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholder Meeting and the SPAC Share Redemption. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement or any amendment or supplement to the Consent Solicitation Statement, will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC PubCo and PubCo the Company will advise SPAC, and SPAC will advise PubCo and the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company each other with a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement amendments filed in response thereto. (iii) If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to SPAC, an Acquisition Entity SPAC or their respective its officers or directors, should be directors is discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Consent Solicitation Statement, a current report of SPAC on Form 8-K or PubCoa current report of PubCo on Form 8-K, as the case may be, SPAC shall promptly inform the CompanyCompany and PubCo. If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors, should be directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Consent Solicitation Statement, a current report of SPAC on Form 8-K or a current report of PubCo on Form 8-K, the Company or PubCo, as the case may be, shall promptly inform SPAC and PubCoSPAC. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement or the Consent Solicitation Statement, describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC ShareholdersStockholders (in the case of the Proxy/Registration Statement) or to the Company Shareholders (in the case of the Consent Solicitation Statement).

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company and SPAC shall prepare, prepare and PubCo shall mutually agree upon and file with the SEC, SEC a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting to approve and adopt: Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholder Meeting”) (A) in connection with the Business Combinationregistration under the Securities Act of the Public Company Shares pursuant to this Agreement, (B) to provide the Public Shareholders an opportunity in accordance with SPAC Governing Documents to have their SPAC Shares redeemed in the SPAC Share Redemption and (C) to solicit proxies from SPAC Shareholders for the approval and adoption of: (1) this Agreement and the other Transaction DocumentsAgreement, the Mergers Ancillary Agreements, the Merger and the other Transactions, (B2) the plan of Merger and other documents required under the Act to effect the Merger with the Delaware Secretary of State, (3) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C4) any other proposals as reasonably agreed determined by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated herebyTransactions, and (D5) adjournment of the SPAC Shareholders’ Shareholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (A1) through (D5), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities The Company and SPAC shall furnish all information concerning such party as SPAC and the Company each may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement, including such information as may be required to prepare customary pro forma financial information. Each such Party shall use their commercially reasonable efforts to (1w) cause the Proxy/Proxy/ Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3y) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4z) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, Company and SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Company Shares pursuant to this Agreement. Each of the Company, Company and SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law Law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the F&M Companies (in the case of the Company, ) or SPAC and its Subsidiaries and Material Subsidiaries Affiliates (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo SPAC and the Company shall furnish to the other parties party all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.610.6, the Company, on the one hand, and SPAC, on the otherother hand, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, SPAC Governing Documents, and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholder Meeting and the SPAC Share Redemption. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo SPAC and the Company. The Company will advise SPAC, and SPAC and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Company Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company each other with a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement amendments filed in response thereto. (iii) If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to SPAC, an Acquisition Entity SPAC or their respective its officers or directors, should be directors is discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, a current report of SPAC or PubCoon Form 8-K, as the case may be, SPAC shall promptly inform the Company. If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to the Company, any of its Subsidiaries (including Merger Sub) or their respective officers or directors, should be directors is discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, a current report of SPAC on Form 8-K, the Company shall promptly inform SPAC and PubCoSPAC. Thereafter, SPAC, PubCo SPAC and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (ia) As promptly as reasonably practicable after possible following the execution of this AgreementExecution Date, SPAC, the Acquisition Entities Parent and the Company shall prepare, jointly prepare and PubCo shall file with the SEC, SEC a registration statement on Form F-4 single document (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) that will constitute a proxy statement (the “Proxy Statement”) relating to the SPAC Shareholders’ Meeting special meeting of the stockholders of Parent (the “Parent Shareholder Meeting”) to approve be held to consider the issuance of Parent Shares in connection with the Merger and, if Parent determines in its sole discretion that it is required, a registration statement on Form S-4 relating to the registration under the Securities Act of the Parent Shares to be issued in the Merger (the “Registration Statement”). Parent and adopt: (A) the Business Combination, this Company shall ensure the Proxy/Registration Statement includes all information required under applicable Legal Requirements to be furnished to the holders of Parent Shares in connection with the Agreement and the other Transaction Documentstransactions contemplated hereby, and complies as to form and substance in all material respects with the Mergers applicable Legal Requirements. Parent and the Company each shall furnish all information concerning itself as the other Transactions, (B) any other proposals as party may reasonably request in connection with the preparation of the Proxy/Registration Statement. Parent and the Company shall use its commercially reasonable efforts to get clearance for the Proxy Statement by the SEC (or staff member thereofthe “Proxy Clearance Date”) may indicate are necessary in its as soon as is practicable following the filing of the Proxy Statement with the SEC and, if applicable, Parent and the Company shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable (the date of effectiveness being the “Registration Statement Effective Date”). Parent shall as soon as reasonably practicable (i) notify the Company of the receipt of any comments from the SEC with respect to the Proxy/Registration Statement and any request by the SEC for any amendment to the Proxy/Registration Statement or correspondence related thereto, for additional information and (Cii) any other proposals as reasonably agreed by SPAC and provide the Company to be necessary or appropriate in connection with the transactions contemplated hereby, copies of all correspondence between Parent and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts to within five Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Companyrepresentatives, on the one hand, and SPACthe SEC, on the otherother hand, shall each be responsible for and pay one-half of with respect to the cost for Proxy Statement. As promptly as practicable after the preparationProxy Clearance Date or, filing and mailing of if applicable, the Registration Statement Effective Date, the proxy statement and, if applicable, the prospectus, included in the Proxy/Registration Statement and other related fees(collectively, the “Proxy Materials”) shall be mailed to the stockholders of Parent. (iib) Any filing of, or No amendment or supplement to, to the Proxy/Registration Statement will shall be mutually prepared and agreed upon by SPAC, PubCo made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed. SPAC Each of Parent and PubCo will the Company shall promptly advise the Company, promptly after receiving notice thereof, other upon becoming aware of (i) the time when the Proxy/Proxy Statement has been cleared by the SEC or, if applicable, the Registration Statement has become effective or any supplement or amendment has been filed, of (ii) the issuance of any stop order, of (iii) the suspension of the qualification of PubCo Ordinary Parent Shares to be issued or issuable in connection with this Agreement the Merger for offering or sale in any jurisdictionjurisdiction or (iv) any comments, responses or of any request by requests from the SEC relating to the Proxy Materials or, if applicable, the Registration Statement or any of the transactions contemplated by this Agreement. (c) The information supplied by Parent for inclusion in the Proxy /Registration Statement will not, at (i) the Registration Statement Effective Date, if applicable, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the shareholders of Parent, (iii) the time of the Company Shareholder Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy/Registration Statement or comments thereon and responses thereto or requests by necessary in order to make the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to statements in the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) not misleading. If, at any time prior to the Acquisition Effective Time, any event or circumstance information relating to SPAC, an Acquisition Entity Parent or their respective officers or directors, any of its Subsidiaries should be discovered by SPAC or an Acquisition Entity which Parent that should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, Parent shall promptly inform the Company. (d) The information supplied by the Company for inclusion in the Proxy /Registration Statement will not, at (i) the Registration Statement Effective Date, if applicable, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) is first mailed to the shareholders of Parent, (iii) the time of the Parent Shareholders Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy/Registration Statement or necessary in order to make the statements in the Proxy/Registration Statement not misleading. If, at any time prior to the Acquisition Effective Time, any event or circumstance information relating to the Company, Company or any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which that should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC ShareholdersParent.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC▇▇▇▇▇▇▇, the Acquisition Entities PubCo and the Company SPAC shall prepareprepare and mutually agree upon, and PubCo shall file with the SEC, a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of the SPAC Shareholders’ Meeting to approve and adopt: Stockholders (including any adjournment or postponement thereof, the “SPAC Stockholder Meeting”) (A) in connection with the Business Combinationregistration under the Securities Act of the PubCo Ordinary Shares pursuant to this Agreement, (B) to provide the Public Stockholders an opportunity to have their shares of SPAC Stock redeemed in a SPAC Redemption and (C) to solicit proxies from SPAC Stockholders for the approval and adoption of (1) this Agreement Agreement, the Ancillary Agreements and the other Transaction Documents, the Mergers and the other Transactions, (B2) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C3) any other proposals as reasonably agreed determined by SPAC SPAC, ▇▇▇▇▇▇▇ and the Company PubCo to be necessary or appropriate in connection with the transactions contemplated hereby, Transactions and (D4) adjournment of the SPAC Shareholders’ Stockholder Meeting, if necessary, to permit further solicitation of proxies because in case there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (A1) through (D4), collectively, the “Transaction Proposals” and such proposals in clauses (1) and (3), the “Required Transaction Proposals”). SPAC, the Acquisition Entities . (ii) Each ▇▇▇▇▇▇▇ Company and SPAC shall furnish all information concerning such party as SPAC or ▇▇▇▇▇▇▇ may reasonably request in connection with such actions and the Company each preparation of the Proxy/Registration Statement. Each of ▇▇▇▇▇▇▇, PubCo and SPAC shall use their commercially reasonable efforts to (1A) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3C) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4D) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company▇▇▇▇▇▇▇, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company▇▇▇▇▇▇▇, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law Law or “Blue Sky” permits Permits and approvals Approvals required to carry out the Transactions, and the Company ▇▇▇▇▇▇▇, PubCo and SPAC shall furnish all information concerning the Company, its Subsidiaries ▇▇▇▇▇▇▇ Companies (in the case of ▇▇▇▇▇▇▇ and Material Subsidiaries PubCo) or SPAC (in the case of SPAC) and any of their respective members members, stockholders or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC ShareholdersStockholders. Each of SPAC, PubCo and the Company ▇▇▇▇▇▇▇ shall furnish to the other such parties all information concerning itself, itself and its Subsidiaries, and its and their respective officers, directors, managers, shareholdersstockholders, shareholders and other equityholders equityholders, and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the filing of the Proxy/Registration Statement, a current report of SPAC on Form 8-K or a current report of PubCo on Form 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company ▇▇▇▇▇▇▇ or any of their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company. (iii) ▇▇▇▇▇▇▇, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC or Nasdaq, the SPAC Governing Documents and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholder Meeting and a SPAC Redemption. (iiiv) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company▇▇▇▇▇▇▇. SPAC PubCo and PubCo ▇▇▇▇▇▇▇ will advise the CompanySPAC, promptly after receiving notice thereofand SPAC will advise PubCo and ▇▇▇▇▇▇▇, as applicable, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or SEC comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, in each case promptly after receiving such notice or communication, and shall provide the Company each other with a reasonable opportunity to provide comments and or propose amendments to any such filing. SPAC, PubCo and the Company ▇▇▇▇▇▇▇ shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, conditioned or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement amendments filed in response thereto. (iiiv) If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance Event relating to SPAC, an Acquisition Entity SPAC or their respective its officers or directors, should be directors is discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, a current report of SPAC on Form 8-K or PubCoa current report of PubCo on Form 6-K, as the case may be, SPAC shall promptly inform the Company▇▇▇▇▇▇▇ and PubCo. If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance Event relating to the a ▇▇▇▇▇▇▇ Company, or any of its their respective Subsidiaries or their respective officers or directors, should be is discovered by the a ▇▇▇▇▇▇▇ Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company a current report of SPAC on Form 8-K or a current report of PubCo on Form 6-K, ▇▇▇▇▇▇▇ shall promptly inform SPAC and PubCoSPAC. Thereafter, SPAC, PubCo and the Company ▇▇▇▇▇▇▇ shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC ShareholdersStockholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution date of this Agreement, SPAC, the Acquisition Entities Company and the Company PubCo shall jointly prepare, and and, as promptly as practicable after completion of the Company’s audited financial statements described in Section 7.4, PubCo 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 StatementStatement contained therein, the “Proxy/Registration Statement”) relating in connection with the registration under the Securities Act of the shares of PubCo Common Stock to be issued under this Agreement that are eligible to be registered, which Proxy/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 Extraordinary General Meeting and providing SPAC Shareholders their Redemption Rights in conjunction with the shareholder vote on the SPAC Shareholders’ Meeting Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to approve vote, at an extraordinary general meeting of SPAC Shareholders to be called and adopt: held for such purpose (Aincluding any adjournment or postponement thereof, the “Extraordinary General Meeting”), in favor of resolutions approving (i) by way of ordinary resolution, the Business Combination, adoption and approval of this Agreement and the other Transaction DocumentsTransactions and, by way of special resolution, the Mergers adoption of the SPAC Plan of Merger and the SPAC Merger by SPAC Shareholders in accordance with the SPAC Memorandum, the Cayman Act and the rules and regulations of the SEC and Nasdaq (including the adoption and approval of any other Transactionsproposals as are required to implement the foregoing), (Bii) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (Ciii) any such other proposals matters as reasonably agreed by SPAC and the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in connection with order to effect the transactions contemplated hereby, and Transactions (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the approvals described in foregoing clauses (such proposals in (Ai) through (Diii), collectively, the “Transaction ProposalsSPAC Shareholder Approval Matters”). SPAC, and (iv) as an ordinary resolution, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date adjournment of the Proxy/Registration StatementExtraordinary General Meeting, if necessary or desirable in the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts to within five Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders. Each determination of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC and PubCo will advise the Company, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPACthe Company and SPAC shall jointly prepare, the Acquisition Entities and the Company shall prepare, and PubCo 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, the “Proxy/Registration Statement”) relating to (x) the SPAC Shareholders’ Meeting to approve and adopt: adopt the Transaction Proposals and (Ay) the Business Combination, this Agreement and registration under the other Transaction Documents, Securities Act of the Mergers and Company ADSs representing the other Transactions, ADS Merger Consideration (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (DOrdinary Shares represented thereby), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities Company Warrants and the Company each Ordinary Shares issuable upon exercise of the Company Warrants in the form of Company ADSs. Each of the Company and SPAC shall use their commercially respective reasonable best efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, Company and SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares Company ADSs and Company Warrants pursuant to this Agreement. Each of the Company, Company and SPAC and PubCo also agrees to use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information respectively, concerning SPAC and the Company, Company and its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall (and shall use commercially reasonable best efforts to do so within five (5) Business Days thereof, of such finalization and effectiveness) mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company and SPAC shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of the Company, SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority Governmental Authority (including Nasdaqthe Stock Exchange) in connection with the TransactionsTransactions (collectively, the “Transaction Filings”). Subject to Section 11.610.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half fifty percent (50%) of the cost for fees, costs and expenses incurred in connection with the preparation, filing and mailing of the Proxy/Registration Statement and other related feesin connection with the Transactions. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement or the Transaction Filings will be mutually prepared and agreed upon by the Company and SPAC, PubCo and the Company. SPAC and PubCo The Company will advise the CompanySPAC, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares Company ADSs and Company Warrants to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or any Transaction Filings or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo The Company and the Company SPAC shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement or any Transaction Filings and any amendment to the Proxy/Registration Statement or any Transaction Filings filed in response thereto. (iii) If, at any time prior to the Acquisition First Effective Time, any event or circumstance relating to SPACSPAC or the Company, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity the Company which should is required to be set forth in an amendment or a supplement to the Proxy/Registration StatementStatement so that any of such documents would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, SPAC or PubCoin light of the circumstances under which they were made, as not misleading, the case may be, Party that discovers such information shall promptly inform the Companyother Party(ies). If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration StatementThereafter, the Company shall promptly inform and SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall to be promptly file such amendment or supplement filed with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this AgreementAudited Financial Statements and, SPACif applicable, the Acquisition Entities Additional Financial Statements required to be included in the initial filing of the Proxy/Registration Statement are delivered to SPAC (but no later than 15 days after such delivery), TopCo, SPAC and the Company shall prepare, prepare and PubCo TopCo shall file (and the Company shall cause TopCo to file) with the SEC, SEC a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting Stockholders (including any adjournment or postponement thereof, the “SPAC Stockholder Meeting”) (x) in connection with the registration under the Securities Act of certain TopCo Shares to approve be issued pursuant to this Agreement, (y) to provide the SPAC Stockholders holding shares of SPAC Common Stock an opportunity to redeem their shares of SPAC Common Stock in the SPAC Share Redemption in accordance with the Governing Documents of SPAC and adopt(z) to solicit proxies from SPAC Stockholders for the approval and adoption of: (A) this Agreement, the Business Combination, this Ancillary Agreement and the other Transaction Documents, Transactions (the Mergers and the other Transactions“Merger Proposal”), (B) any other proposals as the SEC or Nasdaq (or the respective staff member members thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related theretothereto in connection with the Transactions, (C) any other proposals as reasonably agreed determined by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated herebyTransactions, (D) the appointment of the members of the Post-Closing Board of Directors in accordance with Section 11.9 hereof, (E) the amendment of the letter agreement, dated November 2, 2021, entered into between SPAC, the Sponsor and the other parties thereto, and (DF) adjournment of the SPAC Shareholders’ Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (DF), collectively, the “Transaction Proposals”). SPACEach of TopCo, the Acquisition Entities Company and SPAC shall furnish all information concerning such party as any such other party may reasonably request in connection with such actions and the Company each preparation of the Proxy/Registration Statement. Each party shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, Company and SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary TopCo Shares pursuant to this Agreement. Each of the Company, Company and SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company, Company and its Subsidiaries (in the case of the Company) or SPAC and Material its Subsidiaries (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration StatementStatement is declared effective by the SEC, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC ShareholdersStockholders. Each of SPACTopCo, PubCo SPAC and the Company shall furnish to the such other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Governing Documents of SPAC, and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholder Meeting and the SPAC Share Redemption. Each of TopCo, the Company and SPAC shall provide such other parties and their respective legal counsels with a reasonable opportunity to review and comment upon drafts of the Proxy/Registration Statement, and shall give reasonable consideration to any comments made by any such party and its legal counsels prior to the filing of the Proxy/Registration Statement with the SEC. The Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-one half of the cost costs for the preparation, filing and mailing of the Proxy/Registration Statement (excluding, for the avoidance of doubt, the fees and expenses of outside counsels, financial advisors, consultants and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC and PubCo will advise the Company, promptly after receiving notice thereof, advisors of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable each party incurred in connection with this Agreement for offering or sale in any jurisdictiontherewith, or of any request which shall be paid by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayedparty), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (ia) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company shall prepare, and PubCo Parent shall file with the SEC, SEC a proxy and registration statement on Form F-4 in connection with the transactions contemplated by this Agreement (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination), this Agreement and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the which Proxy/Registration Statement or correspondence related theretoshall comply as to form in all material respects with the applicable requirements of the Securities Act, Exchange Act, the DGCL and NASDAQ rules, for the purpose of (Ci) any other proposals as reasonably agreed by SPAC and soliciting proxies from Parent Stockholders for the Company purpose of obtaining the Required Parent Vote at the Parent Stockholder Meeting to be necessary or appropriate called and held for such purpose and (ii) registering the securities of Parent to be issued in connection with the transactions contemplated hereby, and by this Agreement. (Db) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated As soon as practicable following its clearance by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) Parent shall cause a copy of the Proxy/Registration Statement to be declared effective under delivered to each Parent Stockholder who was a Stockholder as of the Securities Act Parent Record Date and, as promptly as practicable thereafter, Parent shall use commercially reasonable efforts to hold the Parent Stockholder Meeting and to solicit from each Parent Stockholder a proxy or vote in favor of proposals to approve (i) the principal terms of the Merger and the adoption of this Agreement, (ii) the authorization and adoption of the Parent 2014 Equity Incentive Plan, (iii) the election to Parent’s Board of Directors of the directors identified on Exhibit D and (4iv) keep the other proposals submitted to the vote of the Parent Stockholders in the Proxy/Registration Statement effective as long as is necessary (collectively, the “Parent Voting Matters”). Parent shall, through Parent’s Board of Directors, recommend to consummate its stockholders that they vote in favor of the Transactions. Prior to the effective date of Parent Voting Matters and shall include such recommendation in the Proxy/Registration Statement, . Parent shall set a record date (the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with “Parent Record Date”) for determining the issuance of PubCo Ordinary Shares pursuant Parent Stockholders entitled to this Agreement. Each attend a meeting of the Company, SPAC and PubCo also agrees Parent Stockholders to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts to within five Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, vote on the one hand, and SPAC, on Parent Voting Matters (the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees“Parent Stockholder Meeting”). (iic) Any filing of, or No amendment or supplement to, to the Proxy/Registration Statement will be mutually prepared made by Parent without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed, provided that such approval shall not be required for any amendment or supplement that is required by the SEC or Legal Requirement) and agreed upon by SPACParent shall promptly transmit any such amendment or supplement to Parent Stockholders, PubCo and if at any time prior to the CompanyParent Stockholder Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy/Registration Statement. SPAC and PubCo Parent will advise the Company, Company promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective been approved by the SEC or any supplement or amendment has been filed, of or the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response theretoinformation. (iii) If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company and SPAC shall prepare, prepare and PubCo mutually agree upon and Holdco shall file with the SEC, SEC a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting Stockholders (including any adjournment or postponement thereof, the “SPAC Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the Holdco Ordinary Shares pursuant to approve this Agreement, (y) to provide the Public Stockholders (as defined below) an opportunity in accordance with SPAC Governing Documents to have their shares of SPAC Common Stock redeemed in the SPAC Share Redemption and adopt(z) to solicit proxies from SPAC Stockholders for the approval and adoption of: (A) the Business Combination, this Agreement and the other Transaction DocumentsAgreement, the Mergers Ancillary Agreements, the SPAC Merger and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed determined by SPAC and SPAC, the Company and Holdco to be necessary or appropriate in connection with the transactions Transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPACThe Company, the each Acquisition Entities Entity and SPAC shall furnish all information concerning such party as SPAC and the Company may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement. Each such Party each shall use their commercially reasonable efforts to (1) cause the Proxy/Proxy/ Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo Holdco shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Holdco Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo Holdco also agrees to use its commercially reasonable efforts to obtain all necessary state securities law Law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company, Company and its Subsidiaries and Material Subsidiaries (in the case of the Company) or SPAC (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC ShareholdersStockholders. Each of SPAC, PubCo Holdco and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K or a current report of Holdco on Form 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCoHoldco, the Company or their respective Affiliates to any regulatory authority Regulatory Authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, SPAC Governing Documents, and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholder Meeting and the SPAC Share Redemption. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo Holdco and the Company. SPAC Holdco and PubCo the Company will advise SPAC, and SPAC will advise Holdco and the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Holdco Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company each other with a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement amendments filed in response thereto. (iii) If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to SPAC, an Acquisition Entity SPAC or their respective its officers or directors, should be directors is discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, a current report of SPAC on Form 8-K or PubCoa current report of Holdco on Form 6-K, as the case may be, SPAC shall promptly inform the CompanyCompany and Holdco. If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors, should be directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, a current report of SPAC on Form 8-K or a current report of Holdco on Form 6-K, the Company or Holdco, as the case may be, shall promptly inform SPAC and PubCoSPAC. Thereafter, SPAC, PubCo Holdco and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC ShareholdersStockholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities Lancaster BVI, and the Company Companies shall prepare, and PubCo Lancaster BVI and SPAC 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, the “Proxy/Registration Statement”) relating to the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination, this Agreement and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by . SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company Companies each shall use their commercially reasonable efforts to (and shall cause their Subsidiaries to): (1) cause the Proxy/Registration Statement when filed with the SEC SEC, or when subsequently supplemented or amended, to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the CompanyCompanies, SPAC SPAC, and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state or foreign securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company Companies and SPAC shall furnish all information respectively, concerning SPAC, and the CompanyCompanies, its Subsidiaries and Material their Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts to within five Business Days thereof, mail the final proxy statement contained in the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo Lancaster BVI, and the Company Companies shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCoLancaster BVI, the Company Companies or their respective Affiliates to any regulatory authority Governmental Authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the CompanyLancaster BVI, as co-registrants. SPAC and PubCo Lancaster BVI will advise the CompanyCompanies and SPAC, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, order or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company Companies and SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo Lancaster BVI, and the Company Companies shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, conditioned or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition Effective Time, any Event relating to SPAC or its officers or directors, should be discovered by SPAC that would cause the Proxy/Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, SPAC shall promptly inform the Companies. If, at any time prior to the Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity any Group Company or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to any Group Company that would cause the Proxy/Registration StatementStatement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, SPAC or PubCoin light of the circumstances under which they were made, as not misleading, the case may be, Companies shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCoSPAC. Thereafter, SPAC, PubCo SPAC and the Company Companies shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information information, and SPAC and PubCo the Companies shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders. No information received or provided pursuant to this Section 8.2(a)(iii) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Disclosure Letters.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company shall prepare, and PubCo shall file with the SEC, a registration statement on Form F-4 Registration Statement (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to (x) the SPAC Shareholders’ Meeting to approve and adopt: adopt the Transaction Proposals and (Ay) the Business Combination, this Agreement and registration under the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment Securities Act of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”)Registrable Securities. SPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares and PubCo Warrants pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information respectively, concerning SPAC and the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall, and shall use commercially reasonable best efforts to to, within five ten (10) Business Days thereofof such finalization and effectiveness, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority Governmental Authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC and PubCo will advise the CompanyCompany and SPAC, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares and PubCo Warrants to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company and SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition Initial Merger Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Initial Merger Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities SPAC and the Company shall prepare, and PubCo Pubco and the Company shall file with the SEC, a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting to approve and adopt: Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders Meeting”) (A) in connection with the Business Combination, this Agreement registration under the Securities Act of the Pubco Common Shares to be issued to the SPAC Shareholders and the other Transaction DocumentsCompany Shareholders pursuant to this Agreement, (B) to provide the SPAC Public Shareholders an opportunity to have their SPAC Class A Shares redeemed in accordance with the SPAC Governing Documents and (C) to solicit proxies from SPAC Shareholders for the approval and adoption of (1) this Agreement, the Mergers Arrangement and the other Transactions, including the Domestication, (B2) the issuance of Pubco Common Shares in connection with the Transactions, including the PIPE Investment, (3) the SPAC Domestication Articles and the Closing Pubco Articles, (4) the Incentive Plan, (5) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C6) any other proposals as reasonably agreed mutually determined by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, Transactions and (D7) adjournment of the SPAC Shareholders’ Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A1) through (D7), collectively, the “Transaction SPAC Shareholder Proposals”). SPAC. (ii) The Proxy/Registration Statement shall also be used (A) in connection with the registration under the Securities Act of the Pubco Common Shares to be issued to the Company Shareholders pursuant to this Agreement and (B) in conjunction with the Company Information Circular to solicit proxies from Company Shareholders at the Company Shareholders Meeting for the approval and adoption of (1) this Agreement, the Acquisition Entities Arrangement and the other Transactions, (2) the Incentive Plan, (3) any other proposals as the SEC may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (4) any other proposals as mutually determined by SPAC and the Company each to be necessary or appropriate in connection with the Transactions and (5) adjournment of the Company Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (1) through (5), collectively, the “Company Shareholder Proposals”). (iii) Each Party shall furnish all information concerning such Party as any of the other Parties may reasonably request in connection with the actions contemplated by this Section 8.02(a) and the preparation of the Proxy/Registration Statement. Each Party shall use their commercially reasonable efforts to (1A) cause the Proxy/Registration Statement Statement, when filed with the SEC SEC, to comply in all material respects with all Laws applicable thereto and thereto, including all applicable rules and regulations promulgated by the SEC, (2B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3C) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4D) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo each Party shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Pubco Common Shares pursuant to this AgreementAgreement or the Ancillary Agreements. Each of the Company, SPAC and PubCo Party also agrees to use its commercially reasonable efforts to obtain all necessary state securities law Law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company each Party shall furnish all information concerning the Company, its Subsidiaries and Material Subsidiaries and such Party or any of their its respective members or shareholders equityholders as may be reasonably requested in connection with any such action. . (iv) As promptly as practicable after finalization and effectiveness of the Proxy/Registration StatementStatement is declared effective by the SEC, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company Party shall furnish to the other parties Parties all information concerning itself, itself and its Subsidiaries, officers, directors, managers, shareholders, managers and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K pursuant to the Exchange Act in connection with the Transactions or any other statement, filing, notice or application made by or on behalf of Pubco, SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq, the SEC, TSVX and the CSA) in connection with the Transactions. SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the SPAC Governing Documents and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholders Meeting and any SPAC Share Redemptions. The Company shall comply in all material respects with all applicable rules and regulations promulgated by the CSA, any applicable rules and regulations of TSXV and OTC Markets, the Company Governing Documents and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder and the calling and holding of the Company Shareholders Meeting. Subject to Section 11.6‎Section 11.06, (A) the Company, on the one hand, and SPAC, on the otherother hand, shall each be responsible for and pay one-half 50% of any and all filing fees payable to the cost SEC in connection with the Proxy/Registration Statement, and (B) SPAC shall be responsible for and pay all fees, costs and expenses for the preparation, filing preparation and mailing of the Proxy/Registration Statement (excluding, for the avoidance of doubt, the fees and expenses of the Company’s outside counsel, financial advisors, auditors, consultants and other related feesadvisors). (iiv) Any Without limiting anything to the contrary in this Section 8.02(a), any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo SPAC and the CompanyCompany and filed by Pubco and the Company with the SEC. Pubco will notify SPAC and PubCo will advise the CompanyCompany in writing, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Pubco Common Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide SPAC and the Company with a reasonable opportunity to provide comments and amendments to any such filing. SPACPubco, PubCo SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, conditioned or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement amendments filed in response thereto. (iiivi) If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to SPAC, an Acquisition Entity SPAC or their respective its officers or directors, should be directors is discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration StatementStatement or a current report of SPAC on Form 8-K, SPAC or PubCo, as the case may be, shall promptly inform Pubco and the CompanyCompany in writing thereof. If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to the Company, any of Company or its Subsidiaries or their respective officers or directors, should be directors is discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration StatementStatement or a current report of SPAC on Form 8-K, the Company shall promptly inform Pubco and SPAC in writing thereof. If, at any time prior to the Closing, any event or circumstance relating to Pubco or its officers or directors is discovered by Pubco which should be set forth in an amendment or a supplement to the Proxy/Registration Statement or a current report of SPAC on Form 8-K, Pubco shall promptly inform SPAC and PubCothe Company in writing thereof. Thereafter, SPACPubco, PubCo SPAC and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company and SPAC shall prepare, prepare and PubCo mutually agree upon and Holdco shall file with the SEC, SEC a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting to approve and adopt: Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholder Meeting”) (A) in connection with the Business Combinationregistration under the Securities Act of the Holdco Ordinary Shares pursuant to this Agreement, (B) to provide the Public Shareholders an opportunity in accordance with SPAC Governing Documents to have their SPAC Ordinary Shares redeemed in the SPAC Share Redemption and (C) to solicit proxies from SPAC Shareholders for the approval and adoption of: (1) this Agreement and the other Transaction DocumentsAgreement, the Mergers Ancillary Agreements, the SPAC Merger and the other Transactions, (B2) the plan of SPAC Merger and other documents required under the Cayman Companies Act to effect the SPAC Merger with the Cayman Islands Registrar, (3) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C4) any other proposals as reasonably agreed determined by SPAC and SPAC, the Company and Holdco to be necessary or appropriate in connection with the transactions Transactions contemplated hereby, and (D5) adjournment of the SPAC Shareholders’ Shareholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (A1) through (D5), collectively, the “Transaction Proposals”). SPACThe Company, the each Acquisition Entities Entity and SPAC shall furnish all information concerning such party as SPAC and the Company each may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement, including such information as may be required to prepare customary pro forma financial information. Each such Party shall use their commercially reasonable efforts to (1w) cause the Proxy/Proxy/ Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3y) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4z) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo Holdco shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Holdco Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo Holdco also agrees to use its commercially reasonable efforts to obtain all necessary state securities law Law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company, Company and its Subsidiaries (in the case of the Company) or SPAC and Material Subsidiaries its Affiliates (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo Holdco and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K or a current report of Holdco on Form 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCoHoldco, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6Section11.6, the Company, on the one hand, and SPAC, on the otherother hand, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, SPAC Governing Documents, and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholder Meeting and the SPAC Share Redemption. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo Holdco and the Company. SPAC Holdco and PubCo the Company will advise SPAC, and SPAC will advise Holdco and the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Holdco Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company each other with a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement amendments filed in response thereto. (iii) If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to SPAC, an Acquisition Entity SPAC or their respective its officers or directors, should be directors is discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, a current report of SPAC on Form 8-K or PubCoa current report of Holdco on Form 6-K, as the case may be, SPAC shall promptly inform the CompanyCompany and Holdco. If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors, should be directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, a current report of SPAC on Form 8-K or a current report of Holdco on Form 6-K, the Company or Holdco, as the case may be, shall promptly inform SPAC and PubCoSPAC. Thereafter, SPAC, PubCo Holdco and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities PubCo and the Company shall prepare, and PubCo 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, the “Proxy/Registration Statement”) relating to the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination, this Agreement and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC SEC, or when subsequently supplemented or amended, to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state or foreign securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information respectively, concerning SPAC and the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts to within five Business Days thereof, mail the final proxy statement contained in the Proxy/Registration Statement to the SPAC ShareholdersStockholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority Governmental Authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC and PubCo will advise the CompanyCompany and SPAC, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, order or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company and SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, conditioned or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition SPAC Merger Effective Time, any event or circumstance Event relating to SPAC, an Acquisition Entity SPAC or their respective its officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to that would cause the Proxy/Registration StatementStatement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition SPAC Merger Effective Time, any event or circumstance relating to the any Group Company, any of its Subsidiaries Acquisition Entity or their respective officers or directors, should be discovered by the Company, any other Group Company which should be set forth in an amendment or a supplement to any Acquisition Entity that would cause the Proxy/Registration StatementStatement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, the Company or PubCo, as the case may be, shall promptly inform SPAC and PubCoSPAC. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information information, and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC ShareholdersStockholders. No information received or provided pursuant to this Section 8.2(a)(iii) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Disclosure Letters.

Proxy/Registration Statement. (ia) As promptly as reasonably practicable after At the execution of this Agreement, SPAC, the Acquisition Entities and the Company shall prepare, and PubCo 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, the “Proxy/Registration Statement”) relating to the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination, this Agreement and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts to within five Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. (ii) Any filing of, or amendment or supplement tobecomes effective, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo comply in all material respects with the requirements of the 1933 Act and the Company1933 Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. SPAC and PubCo will advise The Prospectus, at such date (unless the Company, promptly after receiving notice thereof, term "Prospectus" refers to a prospectus which has been provided by the Company for use in connection with the solicitation of the proxy of the holders of the Common Stock consenting to the transactions set forth therein and the offering of the Consideration Securities which differs from the Prospectus on file at the Commission at the time when the Proxy/Registration Statement has become effective becomes effective, in which case at the time it is first provided for such use) and at Closing referred to in SECTION 8.1 hereof, will not include an untrue statement of a material fact or any supplement or amendment has been filedomit to state a material fact necessary in order to make the statements therein, in the light of the issuance of any stop ordercircumstances under which they were made, of not misleading; PROVIDED, HOWEVER, that the suspension of the qualification of PubCo Ordinary Shares representations and warranties in this subsection shall not apply to be issued statements in or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of omissions from the Proxy/Registration Statement or comments thereon Prospectus made in reliance upon and responses thereto in conformity with information furnished to the Company in writing by or requests on behalf of EOH, the ▇▇▇▇ Investor Group or NUREIT expressly for use in the Proxy/Registration Statement or Prospectus. (b) The accountants who certified the financial statements and supporting schedules of the Company included in the Proxy/Registration Statement are independent public accountants as required by the SEC for additional information 1933 Act and responses theretothe 1933 Act Regulations. (c) Since January 1, 1992, the Company has made all required filings with the Commission, and shall provide such filings are complete and correct in all material respects and do not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements therein not misleading. The financial statements of the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld included or delayed), any response to comments of the SEC or its staff with respect to incorporated by reference in the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified in response thereto. (iii) If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth accordance with GAAP; except as otherwise stated in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth said financial statements have been prepared in an amendment or conformity with GAAP applied on a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo consistent basis; and the Company shall promptly cooperate supporting schedules included in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such present fairly the information and SPAC and PubCo shall promptly file such amendment or supplement required to be stated therein in accordance with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC ShareholdersGAAP.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPACTopCo, the Acquisition Entities SPAC and the Company shall prepare, prepare and PubCo TopCo shall file (and the Company shall cause TopCo to file) with the SEC, SEC a proxy/registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting Stockholders (including any adjournment or postponement thereof, the “SPAC Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the TopCo Common Shares to approve be issued pursuant to this Agreement, (y) to provide the SPAC Stockholders holding shares of SPAC Common Stock an opportunity to redeem their shares of SPAC Common Stock in the SPAC Share Redemption in accordance with the Governing Documents of SPAC and adopt(z) to solicit proxies from SPAC Stockholders for the approval and adoption of: (A) the Business Combination, this Agreement and the other Transaction Documentstransactions contemplated hereby, including the Mergers and Transactions (the other Transactions“Merger Proposal”), (B) any other proposals as the SEC or Nasdaq (or the respective staff member members thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed determined by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, hereby and (D) adjournment of the SPAC Shareholders’ Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPACEach of TopCo, the Acquisition Entities Company and SPAC shall furnish all information concerning such party as any such other party may reasonably request in connection with such actions and the Company each preparation of the Proxy/Registration Statement. Each party shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, Company and SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares SPAC Common Stock pursuant to this Agreement. Each of the Company, Company and SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company, Company and its Subsidiaries (in the case of the Company) or SPAC and Material its Subsidiaries (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration StatementStatement is declared effective by the SEC, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC ShareholdersStockholders. Each of SPACTopCo, PubCo SPAC and the Company shall furnish to the such other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Governing Documents of SPAC, and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholder Meeting and the SPAC Share Redemption. Each of TopCo, the Company and SPAC shall provide such other parties and their respective legal counsels with a reasonable opportunity to review and comment upon drafts of the Proxy/Registration Statement, and shall give reasonable consideration to any comments made by any such party and its legal counsels prior to the filing of the Proxy/Registration Statement with the SEC. The Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-one half of the cost costs for the preparation, filing and mailing of the Proxy/Registration Statement (excluding, for the avoidance of doubt, the fees and expenses of outside counsels, financial advisors, consultants and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC and PubCo will advise the Company, promptly after receiving notice thereof, advisors of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable each party incurred in connection with this Agreement for offering or sale in any jurisdictiontherewith, or of any request which shall be paid by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayedparty), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities SPAC and the Company shall prepare, prepare and PubCo SPAC shall file with the SEC, SEC a proxy/registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the meeting of SPAC Shareholders’ Meeting Stockholders (including any adjournment or postponement thereof, the “SPAC Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the shares of SPAC Class A Common Stock to approve be issued to the Company Shareholders and adoptthe holder of the Company Warrant pursuant to this Agreement or upon exchange of ExchangeCo Exchangeable Shares, (y) to provide the Public Stockholders (as defined below) an opportunity in accordance with the SPAC Governing Documents to have their shares of SPAC Class A Common Stock redeemed in the SPAC Share Redemption and (z) to solicit proxies from SPAC Stockholders for the approval and adoption of: (A) the Business Combination, this Agreement and the other Transaction DocumentsAgreement, the Mergers Arrangement (including the Share Exchanges) and the other Transactions, (B) the issuance of shares of SPAC Common Stock in connection with the Transactions (or issuable upon exchange of ExchangeCo Exchangeable Shares) and the PIPE Investments (including the Forward Purchase Securities), (C) the New SPAC Charter (including the new classes therein), (D) the Incentive Plan, (E) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (CF) any other proposals as reasonably agreed determined by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (DG) adjournment of the SPAC Shareholders’ Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (DG), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities The Company and SPAC shall furnish all information concerning such party as SPAC and the Company each may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement. Each party shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, Company and SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares shares of SPAC Common Stock pursuant to this Agreement. Each of the Company, Company and SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company, Company and its Subsidiaries (in the case of the Company) or SPAC and Material its Subsidiaries (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration StatementStatement is declared effective by the SEC, SPAC shall use reasonable best efforts mail (or cause to within five Business Days thereof, mail be mailed) the Proxy/Registration Statement to the SPAC ShareholdersStockholders. Each of SPAC, PubCo SPAC and the Company shall furnish to the other parties party all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including NasdaqNasdaq or NYSE) in connection with the Transactions. SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq or NYSE, the SPAC Governing Documents, and this Agreement in the distribution of the Proxy/Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholder Meeting and the SPAC Share Redemption. SPAC shall provide the Company and its legal counsel with a reasonable opportunity to review and comment upon drafts of the Proxy/Registration Statement, and shall give reasonable consideration to any comments made by the Company and its legal counsel prior to the filing of the Proxy/Registration Statement with the SEC. For the avoidance of doubt, the final form and content of the Proxy/Registration Statement (including any amendment or supplement thereto) shall be determined by SPAC, acting reasonably. Subject to Section 11.6‎Section 10.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost costs for the preparation, filing and mailing of the Proxy/Registration Statement (excluding, for the avoidance of doubt, the fees and expenses of the other party’s outside counsel, financial advisors, consultants and other related feesadvisors). (ii) Any Without limiting Section 7.2(a)(i), any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo SPAC and the CompanyCompany and filed by SPAC with the SEC. SPAC and PubCo will advise the Company, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares shares of SPAC Common Stock to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company with a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), ) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement amendments filed in response thereto. (iii) If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to SPAC, an Acquisition Entity SPAC or their respective its officers or directors, should be directors is discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statementor a current report of SPAC on Form 8-K, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective TimeClosing, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be directors is discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration StatementStatement or a current report of SPAC on Form 8-K, the Company shall promptly inform SPAC and PubCoSPAC. Thereafter, SPAC, PubCo SPAC and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC ShareholdersStockholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPACAgreement and subject to receipt by Purchaser of the necessary and proper financial statements of the Company and its Subsidiaries under SEC rules and regulations, the Acquisition Entities Purchaser Parties and with the Company assistance, cooperation and reasonable best efforts of the Company, shall prepare, and PubCo 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, the “Proxy/Registration Statement”) relating to (1) the SPAC Purchaser Shareholders’ Meeting to approve and adopt: (A) amendments to Purchaser’s Organizational Documents to remove the limitations on Purchaser’s redemptions of Purchaser Class A Ordinary Shares if such redemptions would cause the net tangible assets of Purchaser to be less than $5,000,001 (the “NTA Proposal”), (B) the Business CombinationCombination (as defined in Purchaser’s Organizational Documents), this Agreement Agreement, the Plan of Merger and the other Transaction Documents, the Mergers Merger and the other TransactionsTransactions (the “Business Combination Proposal”), (BC) the change of name of the Purchaser to “Tyfon Culture Inc.” (the “Change of Name Proposal”), (D) the amendment and restatement of the Purchaser Organizational Documents in accordance with Section 2.5(b) (the “Organizational Documents Proposal”), (E) a change of the authorized share capital of Purchaser (the “Authorized Share Capital Proposal”), (F) the appointment and removal of the directors of the Purchaser in accordance with Section 2.4 (the “Director Appointment Proposal”), (G) the issuance of the Consideration Shares in accordance with NASDAQ listing and continuing listing standards (the “Nasdaq Proposal”), (H) the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”), (I) any other proposals as reasonably agreed by the Purchaser and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, (J) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (DK) adjournment of the SPAC Purchaser Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “Adjournment Proposal”) (such proposals in (A) through (DK), collectively, the “Transaction Proposals”). SPAC, and (2) the Acquisition Entities and registration under the Securities Act of the Consideration Shares to be issued to the Company each Shareholders pursuant to this Agreement. The Purchaser Parties, and with the assistance and cooperation of the Company, shall use their commercially reasonable best efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo Purchaser Parties shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Purchaser Class A Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC Purchaser shall use reasonable best efforts to within five Business Days thereof, mail the Proxy/Registration Statement to the SPAC Purchaser Shareholders. . (ii) Each of SPAC, PubCo the Purchaser Parties and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders equity holders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCothe Purchaser Parties, the Company or their respective Affiliates to any regulatory authority Authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half None of the cost information provided by the Company Group to the Purchaser Parties for the preparation, filing and mailing of inclusion in the Proxy/Registration Statement Statement, including, without limitation, financial statements, beneficial and other legal ownership of Company Shares and description of the business of the Company Group shall (i) contain any material misstatement regarding the Company Group or its financial condition, business operations, assets, liabilities, officers, directors or affiliates or (ii) omit any material information related feesto the Company Group or its financial condition, business operations, assets, liabilities, officers, directors or affiliates. (iiiii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo the Purchaser Parties and the Company. SPAC and PubCo The Purchaser Parties will advise the Company, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Purchaser Class A Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo The Purchaser Parties and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iiiiv) If, at any time prior to the Acquisition Effective Time, any information, event or circumstance relating to SPAC, an Acquisition Entity any Purchaser Party or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity a Purchaser Party which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC so that neither of such documents would include any misstatement of a material fact or PubCoomit to state any material fact necessary to make the statements therein, as with respect to the case may beProxy Statement, in light of the circumstances under which they were made, not misleading, Purchaser shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any information, event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCothe Purchaser. Thereafter, SPAC, PubCo the Purchaser Parties and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo the Purchaser Parties shall promptly file such amendment or supplement with the SEC and, to the extent required by the Organizational Documents of the Purchaser or by Law, disseminate such amendment or supplement to the SPAC Purchaser Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company shall prepare, and PubCo 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, the “Proxy/Registration Statement”) relating to the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination, this Agreement and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company, its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall use reasonable best efforts to within five Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the The Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC, PubCo and the Company. SPAC and PubCo will advise the Company, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, SPACthe Company and SPAC shall jointly prepare, the Acquisition Entities and the Company shall prepare, and PubCo 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, the “Proxy/Registration Statement”) relating to (x) the SPAC Shareholders’ Meeting to approve and adopt: adopt the Transaction Proposals and (Ay) the Business Combination, this Agreement and registration under the other Transaction Documents, Securities Act of the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and Registrable Securities. Each of the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their respective commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, Company and SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Company Ordinary Shares and Company Warrants pursuant to this Agreement. Each of the Company, Company and SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information respectively, concerning SPAC and the Company, Company and its Subsidiaries and Material Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall, and shall use commercially reasonable best efforts to within five (5) Business Days thereofof such finalization and effectiveness, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company and SPAC shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of the Company, SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority Governmental Authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees.to (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by the Company and SPAC, PubCo and the Company. SPAC and PubCo The Company will advise the CompanySPAC, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Company Ordinary Shares and Company Warrants to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo The Company and the Company SPAC shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Acquisition First Effective Time, any event or circumstance relating to SPACSPAC or the Company, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity the Company which should is required to be set forth in an amendment or a supplement to the Proxy/Registration StatementStatement so that any of such documents would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, SPAC or PubCoin light of the circumstances under which they were made, as not misleading, the case may be, Party that discovers such information shall promptly inform the Companyother Party(ies). If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration StatementThereafter, the Company shall promptly inform and SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall to be promptly file such amendment or supplement filed with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.