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, 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 holders of the Company Warrants 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 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 Class A Common Stock and the SPAC Special Voting Share in connection with the Transactions (or issuable upon exchange of ExchangeCo Exchangeable Shares) and the PIPE Investments, (C) the Conversion, (D) the SPAC Charter Upon Conversion, (E) the SPAC Bylaws Upon Conversion, (F) the New SPAC Charter (including the new classes therein), (G) the Incentive Plan, (H) 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, (CI) 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 (DJ) 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 (DJ), 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 Class A 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 11.610.6, the Company, on the one hand, and SPACSponsor, 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. (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, 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. (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. (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 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 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 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 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. (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 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 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, 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 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.