Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, the Company and Parent shall prepare and mutually agree upon and Parent and PubCo shall file with the SEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Parent Stockholders pursuant to this Agreement, (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange 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 Statement/Prospectus or correspondence related thereto, (C) any other proposals as determined by Parent and PubCo to be necessary or appropriate in connection with the Transactions contemplated hereby, and (D) adjournment of the Parent 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”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially reasonable efforts to (1) cause the Proxy Statement/Prospectus when filed with the SEC to comply in all material respects with all Laws applicable 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 Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy Statement/Prospectus effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy Statement/Prospectus, the Company, Parent 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, Parent 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 Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectus, Parent shall mail (or cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder Meeting. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent 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 Statement/Prospectus and any amendments filed in response thereto. (iii) If, at any time prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the execution and delivery of this AgreementAgreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and Parent shall prepare and mutually agree upon and Parent and PubCo the Company shall file with the SEC a proxy statement/prospectus on SEC, the Form F-4 (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the PubCo Ordinary Company Common Shares to be issued to all under this Agreement and the effect of the Parent Stockholders pursuant to this AgreementTransactions on the FTAC Warrants, (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or correspondence related theretopostponed, in favor of: (C1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any other proposals as determined by Parent and PubCo to be the Parties agree are necessary or appropriate in connection with desirable to consummate the Transactions contemplated hereby, and (D) adjournment of the Parent 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 ProposalsFTAC Stockholder Matters”). The Without the prior written consent of the Company, Parent and each Acquisition Entity FTAC Stockholder Matters shall furnish all information concerning such party be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as Parent adjourned or postponed. Each of FTAC, PGHL and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially its reasonable best efforts to (1) cause the Form F-4 and the Proxy Statement/Prospectus when filed to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (4) to keep the Proxy Statement/Prospectus Form F-4 effective as long as is necessary to consummate the Transactions. Prior to Each of FTAC, on the effective date one hand, and PGHL and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, the CompanyFTAC, Parent 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, Parent 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, PGHL and the Company and Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectus, Parent shall mail (or use reasonable best efforts to cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each be mailed to stockholders of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder MeetingFTAC. (ii) Any filing ofEach of FTAC, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent PGHL and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, delayed or delayed) conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendments amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If FTAC, PGHL or the Company becomes aware that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC, on the one hand, and PGHL and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company, PGHL and FTAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, PGHL and the Company shall use reasonable best efforts to cause the Form F-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form F-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) IfFTAC shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. FTAC, at PGHL and the Company shall use reasonable best efforts to, as promptly as practicable (and in any time prior event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to the ClosingSection 9.03(b)), any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to and (ii) cause the Proxy Statement/Prospectus, a current report Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law. FTAC shall obtain the written consent of Parent on Form 8-K or a current report the holders of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior Class B Common Stock to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an FTAC Charter amendment or a supplement to as promptly as practicable after the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement Prospectus is disseminated to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent StockholdersFTAC’s stockholders.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the execution and delivery of this Agreement, SPAC and the Company shall use reasonable best efforts to prepare, and Parent shall prepare and mutually agree upon and Parent and PubCo SPAC shall file with the SEC SEC, (A) a registration statement, including a proxy statement/prospectus on Form F-4 of SPAC (as amended or supplemented from time to timesupplemented, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders ), on Form S-4 (including any adjournment as such filing is amended or postponement thereofsupplemented, the “Parent Stockholder MeetingRegistration Statement”) for the purposes of (xI) in connection with the registration registering under the Securities Act of (1) the PubCo Ordinary Shares to be issued to all of the Parent Stockholders pursuant to this AgreementArticle III, (y2) in connection with the registration under SPAC Warrants and the Securities Act of the PubCo Ordinary Shares to be issued to all upon the exercise or settlement of such SPAC Warrants, (3) the Company Shareholders pursuant to this AgreementConvertible Loan Shares, (4) the Converted RSUs, (5) the Converted Warrant, and (z6) the Converted Options (collectively, the “Registration Shares”), (II) providing the SPAC Shareholders with notice of the opportunity to solicit redeem SPAC Class A Shares (the “SPAC Shareholder Redemption”), and (III) soliciting proxies from Parent Stockholders for holders of SPAC Class A Shares to vote at the approval and adoption Special Meeting in favor of: (A1) the adoption of this AgreementAgreement and approval of the Transactions; (2) the amendment of the amended and restated memorandum and articles of association of the SPAC; (3) approving the issuance of SPAC Class A Shares in connection with the Business Combination in compliance with the applicable provisions of Nasdaq Rule 5635; (5) approving the NEW 2024 Omnibus Incentive Plan; (4) the election of seven (7) directors to serve on SPAC’s board of directors following the Closing ((1) through (4), the Merger, “Required SPAC Shareholder Matters”); (5) certain other advisory proposals for additional amendments to the Exchange amended and restated memorandum and articles of association of the other Transactions, SPAC upon the Closing; (B6) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus or correspondence related thereto, (C) any other proposals as determined by Parent and PubCo to be Parties deem necessary or appropriate in connection with desirable to consummate the Transactions contemplated hereby, Transactions; and (D7) the adjournment of the Parent Stockholder Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (such proposals in (A) through (D), collectively, the “Transaction ProposalsSPAC Shareholder Matters”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and Without the prior written consent of the Company may reasonably request in connection (each such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by SPAC’s shareholders at the Special Meeting. SPAC shall make all other necessary filings with such actions respect to the Transactions under the Securities Act, the Exchange Act and the preparation of applicable “blue sky” laws, and any rules and regulations thereunder. The Registration Statement and the Proxy Statement/ProspectusProspectus will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Each such Party each SPAC shall use their commercially reasonable efforts to (1) cause the Proxy Statement/Prospectus when filed to be mailed to the SPAC Shareholders of record, as of the record date to be established by the board of directors of SPAC in accordance with SPAC’s Governing Documents, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (ii) Each of SPAC and the Company shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (4) to keep the Proxy Statement/Prospectus Registration Statement effective as long as is necessary to consummate the Transactions. Prior to Each of SPAC and Merger Sub, on the effective date one hand, and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement/Prospectus, the Company, Parent 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 CompanySPAC, Parent 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 Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectus, Parent shall mail (or cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder Meeting. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent and the Company Merger Sub 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 Registration Statement and the Proxy Statement/Prospectus and any amendments amendment to the Registration Statement and the Proxy Statement/Prospectus filed in response thereto. (iii) If, at . If SPAC or the Company becomes aware that any time prior to information contained in the Closing, any event Registration Statement or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/ProspectusProspectus shall have become false or misleading in any material respect or that the Registration Statement or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable law, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent then (i) such Party shall promptly inform the Company. Ifother Parties and (ii) SPAC, at any time prior to on the Closingone hand, any event or circumstance relating to an Acquisition Entity, and the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or on the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, the Company or PubCo, as the case may beother hand, shall promptly inform Parent. Thereafter, Parent, PubCo cooperate fully and the Company shall promptly cooperate in the preparation of mutually agree upon (such agreement not to be unreasonably withheld or delayed) an appropriate amendment or supplement to the Registration Statement or the Proxy Statement/ProspectusProspectus contained therein (in each case including documents incorporated by reference therein). SPAC and the Company shall use reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus as so amended or supplemented, describing or correcting such information and shall promptly file such amendment or supplement to be filed with the SEC and, and to be disseminated to the extent required by LawSPAC shareholders, disseminate such amendment or supplement as applicable, in each case pursuant to applicable law and subject to the Parent Stockholdersterms and conditions of this Agreement and SPAC’s Governing Documents. Each of the Company and SPAC shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that such Party receives from the SEC or its staff with respect to the Registration Statement or the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the execution and delivery of this Agreement, AAC and the Company shall use reasonable best efforts to prepare, and Parent shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company, as applicable), and Parent and PubCo AAC shall file with the SEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to timeSEC, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) Form S-4 in connection with the registration under the Securities Act of the PubCo AAC Class A Ordinary Shares to be issued to all under this Agreement and the effect of the Parent Stockholders pursuant Transactions on the AAC Warrants, which Form S-4 will contain (subject to Section 9.03(a)iv)) the Proxy Statement/Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing AAC Shareholders with the opportunity to redeem AAC Class A Ordinary Shares (effective upon the consummation of the Transactions) by delivering an election to redeem in respect of such shares not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “AAC Shareholder Redemption”); and (B) soliciting proxies from holders of AAC Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement, Agreement and approval of the Transactions; (y2) the amendment and restatement of the AAC Organizational Documents in the form of the AAC Bye-Laws attached as Exhibit A hereto (including the approval of each provision of the AAC Bye-Laws that reasonably requires a separate vote under SEC or NYSE rules); (3) the issuance of AAC Class A Ordinary Shares in connection with the registration Merger and the Cannae Backstop Agreement, in each case, including as may be required under the Securities Act NYSE; (4) the approval of the PubCo Ordinary Shares to be issued to all adoption of the Company Shareholders pursuant to this AgreementOmnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”) (the proposals contemplated by clauses (1) through (4), and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreementcollectively, the Merger, “Required AAC Shareholder Approvals”); (5) the Exchange adoption and the other Transactions, (B) approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus Prospectus, the Form S-4 or correspondence related thereto, ; (C6) any other proposals as determined by Parent and PubCo to be the Parties agree are necessary or appropriate in connection with desirable to consummate the Transactions contemplated hereby, Transactions; and (D7) adjournment of the Parent Stockholder Special 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 (D7), collectively, the “Transaction ProposalsAAC Shareholder Matters”). The Without the prior written consent of the Company, Parent the AAC Shareholder Matters and each Acquisition Entity the AAC Sponsor Matters, if required, shall furnish all information concerning such party be the only matters (other than procedural matters) which AAC shall propose to be acted on by AAC Shareholders at the Special Meeting, as Parent adjourned or postponed. Each of AAC and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially its reasonable best efforts to (1) cause the Form S-4 and the Proxy Statement/Prospectus when filed to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and (4) to keep the Proxy Statement/Prospectus Form S-4 effective as long as is necessary to consummate the Transactions. Prior to Each of AAC and the effective date Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, the Company, Parent 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, Parent 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, AAC and the Company and Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectus, Parent shall mail (or use reasonable best efforts to cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each be mailed to shareholders of Parent, PubCo AAC 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder MeetingCompany. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, Each of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent AAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, delayed or delayed) conditioned), any response to comments of the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus and any amendments amendment to the Form S-4 and the Proxy Statement/Prospectus filed in response thereto. If AAC or the Company becomes aware that any information contained in the Form S-4 or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties, and (y) AAC and the Company shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Prospectus. AAC and the Company shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of AAC Ordinary Shares, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the AAC Organizational Documents. Each of the Company and AAC shall provide the other parties, including the Company, with copies of any written comments, and shall inform such other parties, including the Company, of any oral comments, that such party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties, including the Company, a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. AAC and the Company shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) If, at any time prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to AAC shall file the Proxy Statement/Prospectus, a current report Prospectus on Schedule 14A in accordance with the rules and regulations of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the CompanyExchange Act. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or AAC and the Company which should be set forth shall use reasonable best efforts to, as promptly as practicable (and in an amendment or any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with applicable Law for a supplement date no later than thirty-five (35) days following the SEC Clearance Date (subject to Section 10.03(b)), (ii) cause the Proxy Statement/ProspectusProspectus to be disseminated to AAC Shareholders in compliance with applicable Law, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, and (iii) consult and mutually agree with the Company with respect to the foregoing. (iv) The Company shall be permitted to prepare and mail to equityholders of the Company a separate consent solicitation statement in connection with the solicitation of the Company Written Consent (which such statement shall not, unless otherwise agreed by the Parties, be included in the Form S-4 or PubCootherwise filed with the SEC). With respect to the foregoing, as the case may be, shall promptly inform Parent. Thereafter, Parent, PubCo each of AAC and the Company shall promptly cooperate cooperate, consult and mutually agree with each other to the same extent as if the consent solicitation statement were included in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent StockholdersForm S-4.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the execution and delivery of this AgreementAgreement (and in any event on or prior to the later of (i) the tenth Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) September 15, 2023), CCVII, CorpAcq Holdco and the Company shall use reasonable best efforts to prepare, and Parent shall prepare and mutually agree upon and Parent and PubCo the Company shall file with the SEC a proxy statement/prospectus on SEC, the Form F-4 (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the PubCo Company Ordinary Shares, Company Public Warrants and Company Class C-1 Shares to be issued to all of the Parent Stockholders pursuant to under this Agreement, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the following: (y1) the Special Meeting with respect to, among other things: (A) providing the CCVII Stockholders with the opportunity to redeem shares of CCVII Class A Common Stock by tendering such shares for redemption (but accounting for any valid withdrawals thereof) in connection with the registration under Special Meeting and accordance with the Securities Act of CCVII Organizational Documents and Trust Agreement (the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, “CCVII Stockholder Redemption”); and (zB) to solicit soliciting proxies from Parent Stockholders for holders of CCVII Common Stock to vote at the approval and adoption Special Meeting, as adjourned or postponed, in favor of: (A1) a proposal to adopt this Agreement, Agreement and approve the Merger, Transactions (the Exchange and the other Transactions“Business Combination Proposal”), (B2) a proposal to adjourn the Special Meeting (x) to ensure that any other proposals as the SEC (supplement or staff member thereof) may indicate are necessary in its comments amendment to the Proxy Statement/Prospectus or correspondence related thereto, (C) any other proposals as that the board of directors of CCVII has determined in good faith is required by Parent and PubCo applicable Law to be necessary disclosed to the CCVII Stockholders and for such supplement or appropriate in connection with amendment to be promptly disseminated to the Transactions contemplated herebyCCVII Stockholders prior to the Special Meeting; (y) if, and (D) adjournment as of the Parent Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of time for which the foregoing Special Meeting is originally scheduled (such proposals as set forth in (A) through (D), collectively, the “Transaction Proposals”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus), there are insufficient shares of CCVII Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting; or (z) in order to solicit additional proxies from the CCVII Stockholders for purposes of obtaining approval of the Business Combination Proposal and (3) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “CCVII Stockholder Matters”). Without the prior written consent of CorpAcq Holdco, the CCVII Stockholder Matters shall be the only matters (other than procedural matters) which CCVII shall propose to be acted on by the CCVII Stockholders at the Special Meeting, as adjourned or postponed; and (2) the CCVII Warrantholders Meeting with respect to, among other things, soliciting proxies from the holders of CCVII Public Warrants to vote at the CCVII Warrantholders Meeting, as adjourned or postponed, to obtain the Requisite CCVII Warrantholder Approval. Each such Party each of CCVII, CorpAcq Holdco and the Company shall use their commercially its reasonable best efforts to (1) cause the Form F-4 and the Proxy Statement/Prospectus when filed to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (4) to keep the Proxy Statement/Prospectus Form F-4 effective as long as is necessary to consummate the Transactions. Prior to Each of CCVII, on the effective date one hand, and the CorpAcq Parties, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form F-4 and the Proxy Statement/Prospectus, the Company, Parent 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, Parent 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 Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectus, Parent shall mail (or cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder Meeting. (ii) Any filing ofEach of CCVII, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent CorpAcq Holdco and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, delayed or delayed) conditioned), any response to comments of the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus and any amendments amendment to the Form F-4 and the Proxy Statement/Prospectus filed in response thereto. If CCVII, CorpAcq Holdco or the Company becomes aware that any information contained in the Form F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such Party shall promptly inform the other Parties and (y) CCVII, on the one hand, and CorpAcq Holdco and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form F-4 and the Proxy Statement/Prospectus. CCVII and the CorpAcq Parties shall use reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the CCVII Stockholders and holders of CCVII Public Warrants, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the CCVII Organizational Documents. Each of CCVII and the CorpAcq Parties shall provide the other with copies of any written comments, and shall inform the other of any oral comments, that such Party receives from the SEC or its staff with respect to the Form F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. (iii) IfPromptly after the Form F-4 is declared effective under the Securities Act (such date, at any time prior to the Closing“SEC Clearance Date”), any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to CCVII shall file the Proxy Statement forming part of the Proxy Statement/Prospectus, a current report Prospectus on Schedule 14A in accordance with the rules and regulations of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or Exchange Act and the Company which should be set forth in an amendment or a supplement to shall file the Prospectus forming part of the Proxy Statement/ProspectusProspectus and any supplement thereto pursuant to Rule 424. CCVII, a current report of Parent 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 Parent. Thereafter, Parent, PubCo CorpAcq Holdco and the Company shall use reasonable best efforts to, as promptly cooperate as practicable, (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the preparation of an appropriate amendment or supplement DGCL for a Special Meeting and the CCVII Warrantholders Meeting, in each case, on a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, Prospectus to be disseminated to the extent required by CCVII Stockholders and holders of CCVII Public Warrants in compliance with applicable Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the execution and delivery of this Agreement, SPAC, TopCo and the Company shall use reasonable best efforts to prepare, and Parent shall prepare and mutually agree upon and Parent and PubCo TopCo shall file with the SEC SEC, (A) a registration statement, including a proxy statementstatement of SPAC/prospectus on Form F-4 of TopCo (as amended or supplemented from time to timesupplemented, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders ), on Form S-4 (including any adjournment as such filing is amended or postponement thereofsupplemented, the “Parent Stockholder MeetingRegistration Statement”) for the purposes of (xI) in connection with the registration registering under the Securities Act the offer and issuance of (1) the PubCo Ordinary TopCo Shares to be issued to all of the Parent Stockholders Company Shareholders and SPAC Shareholders pursuant to this AgreementArticle II, (y2) in connection with the registration under Converted Warrants to be issued to holders of Company Warrants pursuant to Article II and the Securities Act of the PubCo Ordinary TopCo Shares to be issued upon the exercise of such Converted Warrants, (3) the TopCo Converted Warrants to all be issued to holders of SPAC Warrants pursuant to Article II, and the TopCo Shares to be issued upon the exercise of such TopCo Converted Warrants, (4) the TopCo Shares to be issued upon settlement of the Company Shareholders pursuant to this AgreementConverted RSUs, and (z5) the TopCo Shares to solicit be issued upon exercise of the Converted Options (collectively, the “Registration Shares”), (II) providing the SPAC Shareholders with notice of the opportunity to redeem SPAC Class A Shares (the “SPAC Shareholder Redemption”), and (III) soliciting proxies from Parent Stockholders for holders of SPAC Class A Shares and the approval and adoption SPAC Class B Share to vote at the Extraordinary Meeting in favor of: (A1) the adoption of this AgreementAgreement and approval of the Transactions; (2) approval of the Amended and Restated Articles of TopCo (if necessary under Cayman Island law); (3) approving the New Incentive Plan; (4) the election of seven (7) directors to serve on TopCo’s board of directors following the Closing (if necessary under Cayman Island law) ((1) through (4), the Merger, the Exchange and the other Transactions, “Required SPAC Shareholder Matters”); (B5) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus or correspondence related thereto, (C) any other proposals as determined by Parent and PubCo to be Parties deem necessary or appropriate in connection with desirable to consummate the Transactions contemplated hereby, Transactions; and (D6) the adjournment of the Parent Stockholder Extraordinary Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (such proposals in (A) through (D), collectively, the “Transaction ProposalsSPAC Shareholder Matters”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and Without the prior written consent of the Company may reasonably request in connection (each such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by SPAC’s shareholders at the Extraordinary Meeting. TopCo or SPAC, as applicable, shall make all other necessary filings with such actions respect to the Transactions under the Securities Act, the Exchange Act and the preparation of applicable “blue sky” laws, and any rules and regulations thereunder. The Registration Statement and the Proxy Statement/ProspectusProspectus will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Each such Party each SPAC shall use their commercially reasonable efforts to (1) cause the Proxy Statement/Prospectus when filed to be mailed to the SPAC Shareholders of record, as of the record date to be established by the board of directors of SPAC in accordance with SPAC’s Governing Documents, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (ii) Each of SPAC, the Company, and TopCo shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (4) to keep the Proxy Statement/Prospectus Registration Statement effective as long as is necessary to consummate the Transactions. Prior to Each SPAC Party, on the effective date one hand, and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement/Prospectus, the Company, Parent 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 CompanySPAC, Parent 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 Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectus, Parent shall mail (or cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder Meeting. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent and the Company TopCo 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 Registration Statement and the Proxy Statement/Prospectus and any amendments amendment to the Registration Statement and the Proxy Statement/Prospectus filed in response thereto. (iii) If. If TopCo, at SPAC or the Company becomes aware that any time prior to information contained in the Closing, any event Registration Statement or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/ProspectusProspectus shall have become false or misleading in any material respect or that the Registration Statement or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable law, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent then (i) such Party shall promptly inform the Company. Ifother Parties and (ii) SPAC and TopCo, at any time prior to on the Closingone hand, any event or circumstance relating to an Acquisition Entity, and the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or on the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, the Company or PubCo, as the case may beother hand, shall promptly inform Parent. Thereafter, Parent, PubCo cooperate fully and the Company shall promptly cooperate in the preparation of mutually agree upon (such agreement not to be unreasonably withheld or delayed) an appropriate amendment or supplement to the Registration Statement or the Proxy Statement/ProspectusProspectus contained therein (in each case including documents incorporated by reference therein). TopCo, describing SPAC and the Company shall use reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus as so amended or correcting such information and shall promptly file such amendment or supplement supplemented, to be filed with the SEC and, and to be disseminated to the extent required by LawSPAC Shareholders, disseminate such amendment or supplement as applicable, in each case pursuant to applicable law and subject to the Parent Stockholdersterms and conditions of this Agreement and SPAC’s Governing Documents. Each of the Company, TopCo and SPAC shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that such Party receives from the SEC or its staff with respect to the Registration Statement or the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable following the execution and delivery of this Agreement (and in any event on or prior to thirty (30) days after the execution date of this Agreement, VOSO, Wejo and the Company shall use reasonable best efforts to prepare, and Parent shall prepare and mutually agree upon and Parent and PubCo the Company shall file with the SEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to timeSEC, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) Form S-4 in connection with the registration under the Securities Act of the PubCo Ordinary Company Common Shares to be issued to all under this Agreement and the effect of the Parent Stockholders pursuant to this AgreementTransactions on the VOSO Warrants, (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to which Form S-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing VOSO’s stockholders with the opportunity to redeem shares of VOSO Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “VOSO Stockholder Redemption”); and (B) soliciting proxies from holders of VOSO Common Stock to vote at the Special Meeting, as adjourned or correspondence related theretopostponed, in favor of: (C1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of VOSO Charter attached as Exhibit B hereto; (3) the approval of the adoption of the Equity Incentive Plan (the “Equity Incentive Plan Proposal”), the ESPP (the “ESPP Proposal”) and the ▇▇▇▇ Scheme (the “▇▇▇▇ Proposal”); and (4) any other proposals as determined by Parent and PubCo to be the Parties agree are necessary or appropriate in connection with desirable to consummate the Transactions contemplated hereby, and (D) adjournment of the Parent 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 ProposalsVOSO Stockholder Matters”). The Without the prior written consent of the Company, Parent and each Acquisition Entity VOSO Stockholder Matters shall furnish all information concerning such party be the only matters (other than procedural matters) which VOSO shall propose to be acted on by VOSO’s stockholders at the Special Meeting, as Parent adjourned or postponed. Each of VOSO, Wejo and the Company may reasonably request in connection with such actions shall use its reasonable best efforts to cause the Form S-4 and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially reasonable efforts , as applicable, to (1) cause the Proxy Statement/Prospectus when filed comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and (4) to keep the Proxy Statement/Prospectus Form S-4 effective as long as is necessary to consummate the Transactions. Prior to Each of VOSO, on the effective date one hand, and Wejo and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Prospectus, as applicable. Promptly after the CompanyForm S-4 is declared effective under the Securities Act, Parent 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, Parent 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, VOSO and the Company and Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectus, Parent shall mail (or use reasonable best efforts to cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each be mailed to stockholders of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder MeetingVOSO. (ii) Any filing ofEach of VOSO, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent Wejo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, delayed or delayed) conditioned), any response to comments of the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus and any amendments amendment to the Form S-4 and the Proxy Statement/Prospectus filed in response thereto. If VOSO, Wejo or the Company becomes aware that any information contained in the Form S-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 and the Proxy Statement/Prospectus are required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) VOSO, on the one hand, and Wejo and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Prospectus. VOSO, Wejo and the Company shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of VOSO Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the VOSO Organizational Documents. Each of the Company, Wejo and VOSO shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that such Party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. VOSO, Wejo and the Company shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the Transactions. (iii) IfVOSO shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. VOSO, at Wejo and the Company shall use reasonable best efforts to, as promptly as practicable (and in any time prior to event, within seven (7) Business Days after the ClosingSEC Clearance Date), any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in an amendment or accordance with the DGCL for a supplement to date no later than thirty-five (35) days following the SEC Clearance Date, and (ii) cause the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior Prospectus to the Closing, any event or circumstance relating be disseminated to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth VOSO’s stockholders in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement compliance with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, the Company and Parent shall prepare and mutually agree upon and Parent and PubCo shall file with the SEC a proxy statement/prospectus statement to be sent to the stockholders of each of the Parent and the Company relating to the meeting of the stockholders, as applicable, and a Registration Statement on Form F-4 S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (or a newly filed S-8 Registration Statement, as amended or supplemented from time to timeapplicable), of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”) relating ), and each of the Company and the Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by the meeting of Parent Stockholders (including any adjournment or postponement thereof, with the “Parent Stockholder Meeting”) (x) SEC in connection with the registration under Offer and the Securities other transactions contemplated hereby including the S-1 Registration Statement and S-3 Registration Statement (the “Other Filings”) as required by the 1933 Act of or the PubCo Ordinary United States Exchange Act; provided, however, that the Series B Warrants and the Series B Warrant Shares shall not be included on the S-4 Registration Statement but shall be included on an S-1 Registration Statement or S-3 Registration Statement to be issued filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the Noteholder will be registered on the S-4 Registration Statement; provided, however, that the Series B Warrants and the Series B Warrant Shares will not be included in the S-4 Registration Statement but will be included on an S-1 Registration Statement or S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer and the terms of such registration shall be acceptable to the Noteholder. The S-4 Registration Statement shall amend the previously filed Registration Statement on Form S-4 filed by the Parent Stockholders pursuant to this Agreementwith the SEC on May 28, (y) 2020. The Parent and the Company shall cooperate with each other in connection with the registration under the Securities Act preparation of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this AgreementS-4 Registration Statement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange 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 Statement/Prospectus and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or correspondence related thereto, (C) written comments from the staff of the SEC on the S-4 Registration Statement or any other proposals as determined by Other Filing. The Parent and PubCo the Company shall also use their reasonable commercially reasonable efforts to be necessary satisfy prior to the effective date of the S-4 Registration Statement all applicable Securities Laws or appropriate “blue sky” notice requirements in connection with the Transactions Offer and to consummate the other transactions contemplated hereby, . (b) The Parent covenants and (D) adjournment of agrees that the Parent Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve S-4 Registration Statement and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially reasonable efforts , including any pro forma financial statements included therein (and the letter to (1) cause stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the S-4 Registration Statement and Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus when filed is first mailed to the Parent Stockholders, at the time of the Parent Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by the Company to the Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement and Proxy Statement/Prospectus to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) SEC and to respond as promptly as reasonably practicable to and resolve all any comments received from of the SEC concerning or its staff. Each of the Proxy Statement/Prospectus, (3) Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement/Prospectus to be declared effective under the Securities Act mailed to Parent Stockholders as promptly as practicable and (4) keep after the Proxy Statement/Prospectus effective as long as is necessary SEC declares the S-4 Registration Statement to consummate the Transactionsbe effective. Prior Each Party shall promptly furnish to the effective date of the Proxy Statement/Prospectus, the Company, Parent 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, Parent 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 Parent shall furnish other Party all information concerning the Company such Party, such Party’s Subsidiaries and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) and any of their respective members or shareholders as such Party’s stockholders that may be required or reasonably requested in connection with any such actionaction contemplated by this Section 7.13. As promptly as practicable after finalization and effectiveness If any event relating to the Parent or the Company occurs, or if the Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then the Parent or the Company, as applicable, shall mail (promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or cause to be mailed) supplement with the Proxy Statement/Prospectus SEC and, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder Meeting. (ii) Any No filing of, or amendment or supplement to, the S-4 Registration Statement and/or Proxy Statement/Prospectus will be mutually prepared and agreed upon made by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise without the prior written consent of the Company, as applicablewhich consent shall not be unreasonably withheld, promptly after receiving notice thereofconditioned or delayed. (c) The Company shall reasonably cooperate with the Parent and provide, of and require its Representatives, advisors, accountants and attorneys to provide, the time when Parent and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares Company that is required by Applicable Law to be issued or issuable included in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of S-4 Registration Statement and/or the Proxy Statement/Prospectus or comments thereon and responses thereto or requests reasonably requested from the Parent to be included in the S-4 Registration Statement and/or the Proxy Statement/Prospectus. The information provided by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of included in the SEC or its staff with respect to S-4 Registration Statement and/or the Proxy Statement/Prospectus and shall not contain any amendments filed untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in response theretoorder to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iiid) If, at any time prior The Obligations of the Parent and Company described in this Section 7.13 shall apply to the ClosingForm S-1 Registration Statement and S-3 Registration Statement, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent Stockholdersmutatis mutandum.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the execution and delivery of this Agreement, Avalon, BCG shall use reasonable best efforts to prepare, and the Company and Parent shall prepare and mutually agree upon and Parent and PubCo shall file with the SEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to timeSEC, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) Form S-4 in connection with the registration under the Securities Act of the PubCo Ordinary Shares Company Common Shares, Series A Preferred Stock and Company Warrants to be issued to all under this Agreement and the effect of the Parent Stockholders pursuant to this AgreementTransactions on the Avalon Warrants (and Company Common Shares underlying the Avalon Warrants), (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to which Form S-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing the Avalon Stockholders with the opportunity to redeem shares of Avalon Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “Avalon Stockholder Redemption”); and (B) soliciting proxies from holders of Avalon Common Stock to vote at the Special Meeting, as adjourned or correspondence related theretopostponed, in favor of: (C1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of the Avalon Organizational Documents; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); (4) to the extent required, the issuance of securities pursuant to the PIPE Investment and the Asset PIPE Financing; (5) the pre-approval of the Company’s ordinary course equity issuances in connection with financing the liquidity of alternative assets following consummation of the Mergers; and (6) any other proposals as determined by Parent and PubCo to be that are reasonably necessary or appropriate in connection with desirable to consummate the Transactions contemplated hereby, and (D) adjournment of the Parent 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 ProposalsAvalon Stockholder Matters”). The CompanyWithout the prior written consent of BCG, Parent and each Acquisition Entity the Avalon Stockholder Matters shall furnish all information concerning such party be the only matters (other than procedural matters) which A▇▇▇▇▇ shall propose to be acted on by the Avalon Stockholders at the Special Meeting, as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectusadjourned or postponed. Each such Party each of Avalon and BCG shall use their commercially its reasonable best efforts to (1) cause the Form S-4 and the Proxy Statement/Prospectus when filed to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and (4) to keep the Proxy Statement/Prospectus Form S-4 effective as long as is necessary to consummate the Transactions. Prior to Each of Avalon, on the effective date one hand, and BCG, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, the Company, Parent Avalon and PubCo BCG 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, Parent and PubCo also agrees to use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectus, Parent shall mail (or cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, PubCo and the Company shall furnish be mailed 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder MeetingAvalon Stockholders. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared Each of Avalon and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent and the Company BCG shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, delayed or delayed) conditioned), any response to comments of the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus and any amendments amendment to the Form S-4 and the Proxy Statement/Prospectus filed in response thereto. If Avalon or BCG becomes aware that any information contained in the Form S-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) Avalon and BCG shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Prospectus. Avalon and BCG shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Avalon Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Avalon Organizational Documents. Each of BCG and Avalon shall provide the other party with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Avalon and BCG shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) IfAvalon shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. BCG shall file the Prospectus and any supplement thereto pursuant to Rule 424. Avalon, at and BCG shall use reasonable best efforts to, as promptly as practicable (and in any time prior event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to the ClosingSection 9.03(b)), any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to and (ii) cause the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior Prospectus to be disseminated to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth Avalon Stockholders in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement compliance with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the execution and delivery of this Agreementthe Original Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 8.04(a) (other than the audited financial statements for the year ended December 31, 2020) and (ii) February 16, 2021), FTAC, Tempo, the Tempo Blockers and the Company shall use reasonable best efforts to prepare, and Parent the Company shall prepare and mutually agree upon and Parent and PubCo shall file confidentially submit with the SEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to timeSEC, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) Form S-4 in connection with the registration under the Securities Act of the PubCo Ordinary Shares Company Common Stock to be issued to under this Agreement (including, for the avoidance of doubt, (1) all shares of Company Class A Common Stock, (2) all shares of Company Class A Common Stock issuable upon conversion of any shares of Company Class B Common Stock, shares of Company Class Z Common Stock, New Tempo Class B-1 Units or New Tempo Class B-2 Units and (3) all shares of Company Class A Common Stock issuable upon the exchange of any New Tempo Class A Units) and the effect of the Parent Stockholders pursuant to this AgreementTransactions on the FTAC Warrants, which Form S-4 will contain (yi) a consent solicitation statement in connection with the registration under the Securities Act solicitation of the PubCo Ordinary Shares to be issued to all Tempo Blocker Written Consents (other than the Tempo Blocker Written Consent in respect of Tempo Blocker 4) and the Company Shareholders pursuant to this Agreement, Tempo Written Consent and (zii) to solicit proxies from Parent Stockholders also contain the Proxy Statement/Consent Solicitation Statement/Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the approval and adoption ofSpecial Meeting with respect to, among other things: (A) this Agreement, providing FTAC’s stockholders with the Merger, opportunity to redeem shares of FTAC Class A Common Stock (effective upon the Exchange consummation of the Transactions) by delivering an election to redeem in respect of such shares not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and the other Transactions, (B) any other proposals soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the SEC adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of the FTAC Charter attached as Exhibit C hereto; (3) the approval of each issuance of Company Common Stock, and securities convertible into or staff member thereof) may indicate are necessary in its comments exchangeable for Class A common stock, FTAC Common Stock, shares of Class C Common Stock of FTAC or the FTAC Surviving Corporation or New Tempo Class C Units solely to the Proxy Statement/Prospectus extent such issuance requires a separate vote under SEC or correspondence related thereto, NYSE rules (C) any other proposals as determined by Parent and PubCo to be necessary or appropriate in connection with the Transactions contemplated hereby, and (D) adjournment including approval of the Parent Stockholder Meetingissuance of Company Common Stock pursuant to the PIPE Subscription Agreements and Additional Cannae Subscription Agreement, if necessary, each issuance of Company Common Stock under each Permitted Equity Financing Subscription Agreement and approval of each other issuance that is subject to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing SEC’s or the NYSE’s related party transaction rules) (such the proposals in contemplated by clauses (A1) through (D3), collectively, the “Transaction ProposalsRequired FTAC Stockholder Approvals”); (4) the approval of each provision of the Company Charter that reasonably requires a separate vote under SEC or NYSE rules; (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (6) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (clauses (1) through (6), collectively, the “FTAC Stockholder Matters”). The CompanyWithout the prior written consent of Tempo, Parent and each Acquisition Entity the FTAC Stockholder Matters shall furnish all information concerning such party be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as Parent adjourned or postponed. Each of FTAC and the Company may reasonably request in connection with such actions shall use its reasonable best efforts to cause the Form S-4 and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially reasonable efforts to (1) cause the Proxy Consent Solicitation Statement/Prospectus when filed to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and (4) to keep the Proxy Statement/Prospectus Form S-4 effective as long as is necessary to consummate the Transactions. Prior Subject to the effective date Section 10.01(f), each of the Proxy Statement/Prospectus, FTAC and the Company, Parent 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, Parent 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, Tempo and the Company and Parent Tempo Blockers shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) and any of their respective members or shareholders it as may reasonably be reasonably requested by the other party in connection with any such action. As promptly as practicable after finalization actions and effectiveness the preparation of the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, Parent Tempo, FTAC, the Tempo Blockers and the Company shall mail (or use reasonable best efforts to cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Consent Solicitation Statement/Prospectus to be mailed to stockholders of FTAC and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by to the SEC, any applicable rules and regulations equityholders of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, Tempo and the calling and holding of the Parent Stockholder MeetingTempo Blockers. (ii) Any filing ofEach of FTAC, or amendment or supplement toTempo, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, delayed or delayed) conditioned), any response to comments of the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus and any amendments amendment to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus filed in response thereto. If FTAC, Tempo, the Tempo Blockers or the Company becomes aware that any information contained in the Form S-4 or the Proxy Statement/Consent Solicitation Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 or the Proxy Statement/Consent Solicitation Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC and the Company, on the one hand, and Tempo, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. FTAC and the Company shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company and FTAC shall provide the other parties, including Tempo, with copies of any written comments, and shall inform such other parties, including Tempo, of any oral comments, that such party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus promptly after the receipt of such comments and shall give the other parties, including Tempo, a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, the Company, Tempo and the Tempo Blockers shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) IfFTAC shall file the Proxy Statement/Consent Solicitation Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Proxy Statement/Consent Solicitation Statement/Prospectus and any supplement thereto pursuant to Rule 424. FTAC and the Company shall use reasonable best efforts to, at as promptly as practicable (and in any time event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 10.03(b)), (ii) cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law and (iii) consult and mutually agree with Tempo with respect to the foregoing. FTAC shall obtain the written consent of the holders of the FTAC Class B Common Stock to the adoption and approval of the FTAC Charter as promptly as practicable after the Proxy Statement/Consent Solicitation Statement/Prospectus is disseminated to FTAC’s stockholders and in any event prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the execution and delivery of this AgreementAgreement (and in any event on or prior to the later of (A) three Business Days following the delivery of the Required S1 Bank Financial Information and the Required Protected Bank Financial Information, the Company and Parent (B) August 6, 2▇▇▇), ▇▇▇▇▇▇ shall prepare file, and mutually agree upon each of S1 Holdco and Parent Protected will reasonably cooperate (including causing each of their Subsidiaries and PubCo shall file Representatives to reasonably cooperate) with Trebia to file, with the SEC SEC, a proxy statement/prospectus registration statement on Form F-4 (as amended S-4, proxy statement or supplemented from time to time, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) other applicable form in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Parent Stockholders pursuant to this Agreement, (y) Mergers and in connection with the registration under Special Meeting, including any amendments thereto (the Securities Act “Proxy Statement / Prospectus”) to be sent to the shareholders of Trebia in advance of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this AgreementSpecial Meeting with respect to, and (z) to solicit proxies from Parent Stockholders for the approval and adoption ofamong other things: (A) providing Trebia Shareholders with the opportunity to redeem Trebia Class A Ordinary Shares by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “Trebia Shareholder Redemption”); and (B) soliciting proxies from holders of Trebia Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this AgreementAgreement and approval of the Transactions; (2) the issuance of shares of Trebia Common Stock in connection with the Transactions as may be required under NYSE listing requirements; (3) the adoption of the Trebia Certificate of Incorporation in the form attached as Exhibit A hereto, (4) the approval of the issuance of Post-Closing RSUs and the Trebia RSUs contemplated to be issued pursuant to Section 3.01(g); (the proposals contemplated by clauses (1), (2), (3) and (4) collectively, the Merger, “Required Trebia Shareholder Approvals”); (5) the Exchange and approval of the other Transactions, adoption of the Omnibus Incentive Plan (Bthe “Omnibus Incentive Plan Proposal”); (6) the election of the members of the Trebia Board as of the Closing in accordance with Section 12.09; (7) any other proposals as that either the SEC or NYSE (or the respective staff member members thereof) may indicate are indicates is necessary in its comments to the Proxy Statement/Statement / Prospectus or in correspondence related thereto, ; and (C) 8) any other proposals as determined by Parent and PubCo to be the Parties agree are necessary or appropriate in connection with desirable to consummate the Transactions contemplated hereby, and (D) adjournment of the Parent Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing clauses (such proposals in (A1) through (D)8), collectively, the “Transaction ProposalsTrebia Shareholder Matters”). Each of T▇▇▇▇▇, ▇▇ Holdco and Protected shall use its reasonable best efforts to cause the Proxy Statement / Prospectus to comply with the rules and regulations promulgated by the SEC. Without the prior written consent of S1 Holdco, the Trebia Shareholder Matters shall be the only matters (other than procedural matters) which Trebia shall propose to be acted on by Trebia’s shareholders at the Special Meeting, as adjourned or postponed. The CompanyProxy Statement / Prospectus will comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Each of T▇▇▇▇▇, Parent ▇▇ Holdco and each Acquisition Entity Protected, shall furnish all information concerning such party as Parent and the Company may reasonably request be requested by the other parties in connection with such actions and the preparation of the Proxy Statement/Statement / Prospectus. Each such Party each Trebia shall use their commercially reasonable efforts to (1I) file the definitive Proxy Statement / Prospectus with the SEC, and (II) cause the Proxy Statement/Prospectus when filed with the SEC to comply in all material respects with all Laws applicable 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 Statement/Prospectus, (3) cause the Proxy Statement/Statement / Prospectus to be declared effective under mailed to its stockholders of record, as of the Securities Act record date to be established by the board of directors of Trebia in accordance with Section 12.03(a)(iv), as promptly as practicable and (4but in no event later than three (3) keep Business Days unless otherwise required by applicable Law) following the date that the SEC clears such Proxy Statement/Statement / Prospectus effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy Statement/Prospectus(such earlier date, the Company, Parent 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, Parent 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 Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectus, Parent shall mail (or cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder MeetingSEC Clearance Date”). (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company Trebia will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, S1 Holdco promptly after receiving it receives notice thereof, of of: (A) the time when the Proxy Statement/Statement / Prospectus has become effective or been filed; (B) the filing of any supplement or amendment has been filed, of to 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 Proxy Statement / Prospectus; (C) any request by the SEC for amendment of the Proxy Statement/Statement / Prospectus; (D) any comments from the SEC relating to the Proxy Statement / Prospectus or comments thereon and responses thereto or thereto; (E) requests by the SEC for additional information information; and responses thereto(F) the issuance of any stop order or the suspension of the qualification of the Trebia Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. (iii) Prior to filing with the SEC, Trebia will make available to S1 Holdco and Protected and their respective counsel drafts of the Proxy Statement / Prospectus and any other documents to be filed with the SEC, both preliminary and final, and shall any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide each other S1 Holdco and Protected and their respective counsel with a reasonable opportunity to provide comment on such drafts and shall consider such comments and amendments to in good faith. Trebia shall not file any such filingdocuments with the SEC without the prior consent of S1 Holdco (such consent not to be unreasonably withheld, conditioned or delayed). Parent Each of T▇▇▇▇▇, ▇▇ Holdco and the Company Protected shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, delayed or delayed) conditioned), any response to comments of the SEC or its staff with respect to the Proxy Statement/Statement / Prospectus and any amendments amendment to the Proxy Statement / Prospectus filed in response thereto. (iii) . If, at any time prior to the ClosingSpecial Meeting, there shall be discovered any event or circumstance relating to Parent or its officers or directors is discovered by Parent which information that should be set forth in an amendment or a supplement to the Proxy Statement/ProspectusStatement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, a current report in light of Parent on Form 8-K or a current report of PubCo on Form 8-Kthe circumstances under which they were made, Parent not misleading, Trebia shall promptly inform file an amendment or supplement to the CompanyProxy Statement / Prospectus containing such information. If, at any time prior to the Closing, T▇▇▇▇▇, ▇▇ Holdco or Protected discovers any information, event or circumstance relating to an Acquisition Entitysuch Party, the Company, its business or any of its Subsidiaries Affiliates, officers, directors or their respective officers or directors is discovered by an Acquisition Entity or the Company which employees that should be set forth in an amendment or a supplement to the Proxy Statement/ProspectusStatement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, a current report in light of Parent on Form 8-K or a current report of PubCo on Form 8-Kthe circumstances under which they were made, the Company or PubConot misleading, as the case may be, then (x) such Party shall promptly inform Parent. Thereafterthe other Parties and (y) each Party shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, Parent, PubCo and the Company shall promptly cooperate in the preparation of delayed or conditioned) an appropriate amendment or supplement to the Proxy Statement/Statement / Prospectus. T▇▇▇▇▇, describing or correcting such information ▇▇ Holdco and Protected shall use reasonable best efforts to cause the Proxy Statement / Prospectus to be cleared by the SEC under the Securities Act and the Exchange Act as promptly file such amendment or supplement as practicable after it is filed with the SEC. (iv) Trebia shall file the Proxy Statement / Prospectus in accordance with the rules and regulations of the Securities Act and the Exchange Act. T▇▇▇▇▇, ▇▇ Holdco and Protected shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC andClearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 12.01(a)), and (ii) cause the extent required by Proxy Statement / Prospectus to be disseminated to Trebia Shareholders in compliance with applicable Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable after following the execution of this Agreementdate hereof, the Buyer and Company shall cooperate in preparing and Parent each shall prepare and mutually agree upon and Parent and PubCo shall file cause to be filed with the SEC a Commission mutually acceptable proxy statement/prospectus on Form F-4 (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Parent Stockholders pursuant to this Agreement, (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to materials that shall constitute the Proxy Statement/Prospectus or correspondence related thereto, (C) any other proposals as determined by Parent and PubCo to be necessary or appropriate in connection Buyer shall prepare and file with the Transactions contemplated hereby, and (D) adjournment of Commission the Parent 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”)Form S-4. The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/ProspectusProspectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's prospectus. Each such Party each of Buyer and Company shall use their its commercially reasonable efforts to (1) cause have the Proxy Statement/Prospectus when filed with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated cleared by the SEC, (2) respond as promptly as reasonably practicable to Commission and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Form S-4 declared effective under by the Securities Act Commission as promptly soon after such filing as practicable and (4) to keep the Proxy Statement/Prospectus Form S-4 effective as long as is necessary to consummate the Transactions. Prior to Merger and the effective date of the Proxy Statement/Prospectus, the Company, Parent 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 Agreementtransactions contemplated hereby. Each of the CompanyBuyer and Company shall, Parent 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 Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectusreceipt thereof, Parent shall mail (or cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, PubCo and the Company shall furnish to provide the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholdersparty with copies of any written comments, and advise each 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder Meeting. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance of any stop orderoral comments, 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent 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 Statement/Prospectus or Form S-4 received from the Commission. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendments filed in response thereto. (iii) If, at any time prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the Commission and will provide each other with a copy of all such filings made with the Commission. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and Company, which approval shall not be unreasonably withheld or delayed; provided, however, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Proxy Statement/Prospectus, a current report this right of Parent on approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Buyer stockholders (if the Buyer Stockholder Approval is necessary or reasonably deemed desirable) and Company will use commercially reasonable efforts to cause the Proxy Statement/ Prospectus to be mailed to Company stockholders, in each case, as promptly as practicable after the Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform S-4 is declared effective under the CompanySecurities Act. If, at any time prior to the ClosingEffective Time, any event or circumstance information relating to an Acquisition Entity, the Buyer or Company, or any of its Subsidiaries or their respective Affiliates (as defined in Section 9.1(a)), officers or directors directors, is discovered by an Acquisition Entity Buyer or the Company which and such information should be set forth in an amendment or a supplement to any of the Form S-4 or the Proxy Statement/ProspectusProspectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, a current report in light of Parent on Form 8-K or a current report of PubCo on Form 8-Kthe circumstances under which they were made, not misleading, the Company or PubCo, as the case may be, party hereto discovering such information shall promptly inform Parent. Thereafter, Parent, PubCo and notify the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC other parties hereto and, to the extent required by Lawlaw, disseminate such rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the Parent Stockholdersextent required by law, disseminated to the stockholders of Buyer and Company. (b) Subject to the fiduciary duties of the Company's Board of Directors under applicable law, Company shall duly take all lawful action to call, give notice of, convene and hold the Company Stockholders Meeting as soon as practicable on a date determined in accordance with the mutual agreement of Buyer and Company for the purpose of obtaining the Company Stockholder Approval and, subject to Section 5.2, shall take all lawful action, consistent with its fiduciary duties, to solicit the Company Stockholder Approval. The Board of Directors of Company shall recommend the adoption of the plan of Merger contained in this Agreement by the stockholders of Company (the "Company Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Buyer such recommendation, or (ii) take any action or make any statement in connection with the Company Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in Company Recommendation"); provided, however, that the Board of Directors of Company may make a Change in Company Recommendation pursuant to Section 5.2 hereof and to effect any action permitted by Section 8.1 hereof. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the stockholders of Company at the Company Stockholders Meeting for the purpose of approving and adopting this Agreement and the Merger and nothing contained herein shall be deemed to relieve Company of such obligation unless terminated under Section 8.1. (c) If such Buyer Stockholder Approval is required under the DGCL or Nasdaq rules to consummate the Merger, Buyer shall duly take all lawful action to call, give notice of, convene and hold the Buyer Stockholders Meeting as soon as practicable on a date determined in accordance with the mutual agreement of Buyer and Company for the purpose of obtaining the Buyer Stockholder Approval and, shall take all lawful action, consistent with its fiduciary duties, to solicit the Buyer Stockholder Approval. If such Buyer Stockholder Approval is required under the DGCL or Nasdaq rules to consummate the Merger, the Board of Directors of Buyer shall recommend that the stockholders of Buyer amend the Certificate of Incorporation to increase the authorized Buyer Common Stock and to permit the issuance of Buyer Common Stock in the Merger (the "Buyer Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Company such recommendation or (ii) take any action or make any statement in connection with the Buyer Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in the Buyer Recommendation"); provided, however, that the Board of Directors of Buyer may make a Change in the Buyer Recommendation to effect any action permitted by Section 8.1 hereof.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, the Company and Parent shall prepare and mutually agree upon and Parent and PubCo shall file with the SEC a proxy statement/prospectus statement to be sent to the stockholders of each of the Parent and the Company relating to the meeting of the stockholders, as applicable, and a Registration Statement on Form F-4 S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in connection with the issuance of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (or a newly filed S-8 Registration Statement, as amended or supplemented from time to timeapplicable), of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”) relating ), and each of the Company and the Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by the meeting of Parent Stockholders (including any adjournment or postponement thereof, with the “Parent Stockholder Meeting”) (x) SEC in connection with the registration under Amalgamation and the Securities other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the United States Exchange Act. For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the PubCo Ordinary Shares to Noteholder will be issued to all of registered on the S-4 Registration Statement. The Parent Stockholders pursuant to this Agreement, (y) and the Company shall cooperate with each other in connection with the registration under the Securities Act preparation of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this AgreementS-4 Registration Statement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange 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 Statement/Prospectus and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or correspondence related thereto, (C) written comments from the staff of the SEC on the S-4 Registration Statement or any other proposals as determined by Other Filing. The Parent and PubCo the Company shall also use their reasonable commercially reasonable efforts to be necessary satisfy prior to the effective date of the S-4 Registration Statement all applicable Securities Laws or appropriate “blue sky” notice requirements in connection with the Transactions Amalgamation and to consummate the other transactions contemplated hereby, . 70 (b) The Parent covenants and (D) adjournment of agrees that the Parent Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve S-4 Registration Statement and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially reasonable efforts , including any pro forma financial statements included therein (and the letter to (1) cause stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the S-4 Registration Statement and Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the SEC or the Proxy Statement/Prospectus when filed is first mailed to the Parent Stockholders, at the time of the Parent Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by the Company to the Parent for inclusion in the S-4 Registration Statement and Proxy Statement/Prospectus (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Parent makes no covenant, representation or warranty with respect to statements made in the S-4 Registration Statement or Proxy Statement/Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement and Proxy Statement/Prospectus to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) SEC and to respond as promptly as reasonably practicable to and resolve all any comments received from of the SEC concerning or its staff. Each of the Proxy Statement/Prospectus, (3) Parties shall use commercially reasonable efforts to cause the S-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement/Prospectus to be declared effective under the Securities Act mailed to Parent Stockholders as promptly as practicable and (4) keep after the Proxy Statement/Prospectus effective as long as is necessary SEC declares the S-4 Registration Statement to consummate the Transactionsbe effective. Prior Each Party shall promptly furnish to the effective date of the Proxy Statement/Prospectus, the Company, Parent 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, Parent 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 Parent shall furnish other Party all information concerning the Company such Party, such Party’s Subsidiaries and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) and any of their respective members or shareholders as such Party’s stockholders that may be required or reasonably requested in connection with any such actionaction contemplated by this Section 7.15. As promptly as practicable after finalization and effectiveness If any event relating to the Parent or the Company occurs, or if the Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the S-4 Registration Statement and/or Proxy Statement/Prospectus, then the Parent or the Company, as applicable, shall mail (promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or cause to be mailed) supplement with the Proxy Statement/Prospectus SEC and, if appropriate, in mailing such amendment or supplement to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder Meeting. (ii) Any No filing of, or amendment or supplement to, the S-4 Registration Statement and/or Proxy Statement/Prospectus will be mutually prepared and agreed upon made by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise without the prior written consent of the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and which consent shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent 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 Statement/Prospectus and any amendments filed in response thereto. (iii) If, at any time prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, subject to the Company Company’s compliance with its covenants and agreements contained herein, Parent shall prepare and mutually agree upon and Parent and PubCo shall file with the SEC a proxy statement/prospectus statement to be sent to the stockholders of each of Parent and the Company relating to the applicable stockholders’ meeting and a Registration Statement on Form F-4 S-4 (as amended or supplemented from time to timeincluding a prospectus) (the “S-4 Registration Statement”) in connection with the issuance of shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (such proxy statement and prospectus constituting a part thereof, the “Proxy Statement/Prospectus”), and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by Parent with the SEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) as required by the Securities Act or the Exchange Act. Parent and the Company shall cooperate with each other in connection with the preparation of the S-4 Registration Statement, the Proxy Statement/Prospectus and any Other Filings. Parent and the Company each shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and Parent shall thereafter use its reasonable best efforts to promptly thereafter mail the Proxy Statement/Prospectus to the holders of each of Company stockholders and Parent Stockholders. Each party shall as promptly as reasonably practicable notify the other party of the receipt of any oral or written comments from the staff of the SEC on the S-4 Registration Statement or any Other Filing. Parent and the Company shall also use their reasonable best efforts to satisfy prior to the effective date of the S-4 Registration Statement all necessary state securities Law or “blue sky” notice requirements in connection with the Merger and to consummate the other transactions contemplated hereby, and the Company will pay all expenses incident thereto. (b) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the stockholders of each of Parent and the Company and at the time of the Parent Stockholder Meeting, or any adjournment or postponement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and Parent will cause the S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act. (c) The Company, Parent and Merger Sub shall cooperate with each other in the preparation of the S-4 Registration Statement, including the Proxy Statement/Prospectus required hereunder. Each of Parent, Merger Sub and the Company and their respective counsels shall be given a reasonable opportunity to review and comment upon the Proxy Statement/Prospectus and the S-4 Registration Statement prior to the filing thereof with the SEC, and shall provide any comments thereon as soon as reasonably practicable. Each party shall promptly notify the other party and its counsel of the time when the S-4 Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any written comments or other material communications such party or its counsel receives from time to time from the SEC or its staff with respect to the S-4 Registration Statement or the Proxy Statement/Prospectus, and shall provide the other party with copies of any written responses to and telephonic notification of any material verbal responses received from the SEC or its staff by such party or its counsel with respect to the S-4 Registration Statement or the Proxy Statement/Prospectus. If at any time prior to the time the Requisite Company Stockholder Vote is obtained, any party shall become aware of the occurrence of any event or other circumstance relating to it or any of its Subsidiaries as to which an amendment or supplement to the S-4 Registration Statement or the Proxy Statement/Prospectus shall be required, such party shall promptly notify the other party and Parent and the Company each shall use its reasonable best efforts to promptly prepare and file with the SEC such amendment or supplement and promptly thereafter mail the Proxy Statement/Prospectus to the stockholders of each of Parent and the Company to the extent legally required. (d) Subject to Section 6.10(e), Parent shall (X) take all action necessary in accordance with the DGCL and the Parent Organization Documents to set the record date for determining the Parent Stockholders entitled to attend a meeting of the Parent Stockholders Stockholders, and duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the S-4 Registration Statement is declared effective by the SEC for the purpose of obtaining the Requisite Parent Stockholder Vote (including such meeting or any adjournment or postponement thereof, the “Parent Stockholder Meeting”) to approve (xa) in connection with the registration under the Securities Act issuance of the PubCo Ordinary Shares to be issued to all shares of the Parent Stockholders Common Stock issuable pursuant to this Agreement, (yb) in connection with the registration under the Securities Act approval of the PubCo Ordinary Shares Ruthigen Executive Employment Agreements including the grant of Parent’s restricted stock units to be issued H▇▇▇▇▇ ▇▇▇▇▇ and Sameer Harish, (c) approval of an amendment to all the amended and restated certificate of incorporation of Parent and confirm and ratify the Company Shareholders pursuant amendment to this Agreementthe restated bylaws of Parent to declassify the board of directors of Parent, (d) an amendment to the Parent Stock Option Plan to increase the number of shares of Parent Common Stock reserved thereunder to 6,853,319 shares of Parent Common Stock, and (ze) such other proposals submitted to the vote of the Parent Stockholders in the Proxy Statement (collectively, the “Parent Voting Matters”), and (Y) use reasonable best efforts to solicit from its stockholders proxies from Parent Stockholders for in favor of the adoption and approval and adoption of: (A) of this Agreement, the Merger, the Exchange Merger and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary transactions contemplated hereby and include its Recommendation in its comments to the Proxy Statement/Prospectus or correspondence related thereto, (C) any other proposals as determined by Parent and PubCo to be necessary or appropriate in connection with the Transactions contemplated hereby, and (D) adjournment of the Parent 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”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially reasonable efforts to The Parent will not withdraw or modify the Recommendation without good cause. (1e) cause the Proxy Statement/Prospectus when filed with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SECNotwithstanding Section 6.10(a), (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectusb), (3c) cause or (d), if on a date for which the Proxy Statement/Prospectus to be declared effective under Parent Stockholder Meeting is scheduled (the Securities Act as promptly as practicable and (4) keep the Proxy Statement/Prospectus effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy Statement/Prospectus, the Company“Original Date”), Parent and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance has not received proxies representing a sufficient number of PubCo Ordinary Shares pursuant to this Agreement. Each shares of the Company, Parent and PubCo also agrees to use its commercially reasonable efforts Common Stock to obtain all necessary state securities law the Requisite Parent Stockholder Vote, whether or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) 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 Statement/Prospectusnot a quorum is present, Parent shall mail (have the right to postpone or cause to be mailed) the Proxy Statement/Prospectus to adjourn the Parent StockholdersStockholders Meeting to a date which shall not be more than 45 days after the Original Date. Each If Parent continues not to receive proxies representing a sufficient number of Parent, 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 Statement/Prospectus, a current report shares of Parent on Form 8-K Common Stock to obtain the Requisite Parent Stockholder Vote, whether or not 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5quorum is present, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding may make one or more successive postponements or adjournments of the Parent Stockholder Meeting. (ii) Any filing of, Meeting as long as the date of the Parent Stockholder Meeting is not postponed or amendment or supplement to, adjourned more than an aggregate of 45 days from the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo Original Date in reliance on this subsection but not later than the End Date without the consent of Parent and the Company. The Company will advise In the event that the Parent and PubCoStockholder Meeting is adjourned or postponed as a result of applicable Law, and Parent and PubCo will advise including the Company, as applicable, promptly after receiving notice thereof, of the time when need to supplement the Proxy Statement/Prospectus has become effective , any days resulting from such adjournment or any supplement or amendment has been filed, postponement shall not be included for purposes of the issuance calculations of any stop order, numbers of the suspension of the qualification of PubCo Ordinary Shares days pursuant 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent 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 Statement/Prospectus and any amendments filed in response theretoSection 6.10. (iii) If, at any time prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the execution and delivery of this AgreementAgreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 8.04(a) (other than the audited financial statements for the year ended December 31, 2020) and (ii) February 16, 2021), FTAC, Tempo, the Tempo Blockers and the Company shall use reasonable best efforts to prepare, and Parent the Company shall prepare and mutually agree upon and Parent and PubCo shall file confidentially submit with the SEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to timeSEC, the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) Form S-4 in connection with the registration under the Securities Act of the PubCo Ordinary Shares Company Common Stock to be issued to under this Agreement (including, for the avoidance of doubt, (1) all shares of Company Class A Common Stock, (2) all shares of Company Class A Common Stock issuable upon conversion of any shares of Company Class B Common Stock, shares of Company Class Z Common Stock, New Tempo Class B-1 Units or New Tempo Class B-2 Units and (3) all shares of Company Class A Common Stock issuable upon the exchange of any New Tempo Class A Units) and the effect of the Parent Stockholders pursuant to this AgreementTransactions on the FTAC Warrants, which Form S-4 will contain (yi) a consent solicitation statement in connection with the registration under the Securities Act solicitation of the PubCo Ordinary Shares to be issued to all of Tempo Blocker Written Consents and the Company Shareholders pursuant to this Agreement, Tempo Written Consent and (zii) to solicit proxies from Parent Stockholders also contain the Proxy Statement/Consent Solicitation Statement/Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the approval and adoption ofSpecial Meeting with respect to, among other things: (A) this Agreement, providing FTAC’s stockholders with the Merger, opportunity to redeem shares of FTAC Class A Common Stock (effective upon the Exchange consummation of the Transactions) by delivering an election to redeem in respect of such shares not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and the other Transactions, (B) any other proposals soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the SEC adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of the FTAC Charter attached as Exhibit C hereto; (3) the approval of each issuance of Company Common Stock, and securities convertible into or staff member thereof) may indicate are necessary in its comments exchangeable for Class A common stock, FTAC Common Stock, shares of Class C Common Stock of FTAC or the FTAC Surviving Corporation or New Tempo Class C Units solely to the Proxy Statement/Prospectus extent such issuance requires a separate vote under SEC or correspondence related thereto, NYSE rules (C) any other proposals as determined by Parent and PubCo to be necessary or appropriate in connection with the Transactions contemplated hereby, and (D) adjournment including approval of the Parent Stockholder Meetingissuance of Company Common Stock pursuant to the PIPE Subscription Agreements and Additional Cannae Subscription Agreement, if necessary, each issuance of Company Common Stock under each Permitted Equity Financing Subscription Agreement and approval of each other issuance that is subject to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing SEC’s or the NYSE’s related party transaction rules) (such the proposals in contemplated by clauses (A1) through (D3), collectively, the “Transaction ProposalsRequired FTAC Stockholder Approvals”); (4) the approval of each provision of the Company Charter that reasonably requires a separate vote under SEC or NYSE rules; (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (6) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (clauses (1) through (6), collectively, the “FTAC Stockholder Matters”). The CompanyWithout the prior written consent of Tempo, Parent and each Acquisition Entity the FTAC Stockholder Matters shall furnish all information concerning such party be the only matters (other than procedural matters) which FTAC shall propose to be acted on by FTAC’s stockholders at the Special Meeting, as Parent adjourned or postponed. Each of FTAC and the Company may reasonably request in connection with such actions shall use its reasonable best efforts to cause the Form S-4 and the preparation of the Proxy Statement/Prospectus. Each such Party each shall use their commercially reasonable efforts to (1) cause the Proxy Consent Solicitation Statement/Prospectus when filed to comply with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and (4) to keep the Proxy Statement/Prospectus Form S-4 effective as long as is necessary to consummate the Transactions. Prior Subject to the effective date Section 10.01(f), each of the Proxy Statement/Prospectus, FTAC and the Company, Parent 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, Parent 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, Tempo and the Company and Parent Tempo Blockers shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) and any of their respective members or shareholders it as may reasonably be reasonably requested by the other party in connection with any such action. As promptly as practicable after finalization actions and effectiveness the preparation of the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, Parent Tempo, FTAC, the Tempo Blockers and the Company shall mail (or use reasonable best efforts to cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Consent Solicitation Statement/Prospectus to be mailed to stockholders of FTAC and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by to the SEC, any applicable rules and regulations equityholders of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, Tempo and the calling and holding of the Parent Stockholder MeetingTempo Blockers. (ii) Any filing ofEach of FTAC, or amendment or supplement toTempo, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld withheld, delayed or delayed) conditioned), any response to comments of the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus and any amendments amendment to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus filed in response thereto. If FTAC, Tempo, the Tempo Blockers or the Company becomes aware that any information contained in the Form S-4 or the Proxy Statement/Consent Solicitation Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 or the Proxy Statement/Consent Solicitation Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) FTAC and the Company, on the one hand, and Tempo, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. FTAC and the Company shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the FTAC Organizational Documents. Each of the Company and FTAC shall provide the other parties, including Tempo, with copies of any written comments, and shall inform such other parties, including Tempo, of any oral comments, that such party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus promptly after the receipt of such comments and shall give the other parties, including Tempo, a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. FTAC, the Company, Tempo and the Tempo Blockers shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) IfFTAC shall file the Proxy Statement/Consent Solicitation Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. The Company shall file the Proxy Statement/Consent Solicitation Statement/Prospectus and any supplement thereto pursuant to Rule 424. FTAC and the Company shall use reasonable best efforts to, at as promptly as practicable (and in any time event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 10.03(b)), (ii) cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be disseminated to FTAC’s stockholders in compliance with applicable Law and (iii) consult and mutually agree with Tempo with respect to the foregoing. FTAC shall obtain the written consent of the holders of the FTAC Class B Common Stock to the adoption and approval of the FTAC Charter as promptly as practicable after the Proxy Statement/Consent Solicitation Statement/Prospectus is disseminated to FTAC’s stockholders and in any event prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. 8.2.1 For the purposes of (ix) As promptly as reasonably practicable after the execution of this Agreement, the Company and Parent shall prepare and mutually agree upon and Parent and PubCo shall file registering with the SEC under the Securities Act and applicable state securities laws the FCLF Common Stock to be offered to Partners Stockholders in connection with the Merger, and (y) holding the Partners Stockholders Meeting, FCLF shall draft and prepare, and Partners shall fully cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus on Form F-4 (in the form mailed by Partners to the Partners Stockholders, together with any and all amendments or supplements thereto, being herein referred to as amended or supplemented from time to time, the “Proxy Statement/-Prospectus”) relating to ). FCLF shall file the meeting of Parent Stockholders (Merger Registration Statement, including any adjournment or postponement thereof, the “Parent Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Parent Stockholders pursuant to this Agreement, (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange 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 Statement/Prospectus or correspondence related thereto-Prospectus, (C) any other proposals as determined by Parent and PubCo to be necessary or appropriate in connection with the Transactions contemplated herebySEC no later than 45 days following the date hereof, and (D) adjournment of FCLF shall cause the Parent Stockholder MeetingMerger Registration Statement, 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”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of including the Proxy Statement/-Prospectus. Each such Party each shall use their commercially reasonable efforts to (1) cause the Proxy Statement/Prospectus when filed with the SEC , to comply in all material respects as to form with all Laws applicable thereto, including all rules the requirements of the Securities Act and regulations promulgated by the SEC, Exchange Act (2) respond as promptly as reasonably practicable to the extent applicable). 8.2.2 Each of FCLF and resolve all comments received from Partners shall use their best efforts to have the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and (4) keep Partners shall thereafter within five business days print and mail the Proxy Statement/-Prospectus effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy Statement/Prospectus, the Company, Parent and PubCo Partners Stockholders. FCLF 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, Parent and PubCo also agrees to use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Contemplated Transactions, and the Company and Parent Partners shall furnish all information concerning Partners and the Company and its Subsidiaries (in the case holders of the Company) or Parent (in the case of Parent) and any of their respective members or shareholders Partners Common Stock as may be reasonably requested in connection with any such action. As promptly as practicable after finalization . 8.2.3 Partners shall provide FCLF with any information concerning itself that FCLF requests in connection with the drafting and effectiveness preparation of the Proxy Statement/-Prospectus, Parent and FCLF shall mail (or cause to be mailed) the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing notify Partners promptly of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder Meeting. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance receipt 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent 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 Statement/-Prospectus and of any amendments filed requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Partners promptly copies of all correspondence between FCLF, or any of its representatives and the SEC. The information to be provided by or with respect to FCLF for inclusion or incorporation by reference in response thereto. (iii) Ifthe Proxy Statement-Prospectus will not, at the time the Proxy Statement-Prospectus is mailed, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. The information to be provided by Partners for inclusion in the Proxy Statement-Prospectus will not, at the time the Proxy Statement-Prospectus is mailed, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. The information supplied, or to be supplied, by or with respect to FCLF for inclusion or incorporation by reference in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. The information supplied, or to be supplied, by Partners for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. FCLF shall give Partners and its counsel, which may be any independent third-party counsel selected by the Board of Directors of Partners, the opportunity to review and comment on and the Proxy Statement-Prospectus prior to its being filed with the Closing, any event or circumstance relating SEC and shall give Partners and its counsel the opportunity to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement review and comment on all amendments and supplements to the Proxy Statement/-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FCLF, and Partners agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the Partners Stockholders entitled to vote at the Partners Stockholders Meeting, referred to in Section 8.1 hereof at the earliest practicable time. Notwithstanding anything contained herein to the contrary, counsel for FCLF shall have the final decision on the text and format of the Proxy Statement-Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-Kany amendments and supplements thereto, Parent and any responses to comments from the SEC. 8.2.4 Partners and FCLF shall promptly inform notify the Company. If, other party if at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to it becomes aware that the Proxy Statement/Prospectus-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, a current report in light of Parent on Form 8-K or a current report of PubCo on Form 8-Kthe circumstances under which they were made, the Company or PubConot misleading. In such event, as the case may be, Partners shall promptly inform Parent. Thereafter, Parent, PubCo and the Company shall promptly fully cooperate with FCLF in the preparation of an appropriate a supplement or amendment or supplement to the such Proxy Statement/Prospectus-Prospectus that corrects such misstatement or omission, describing or correcting such information and FCLF shall promptly file such amendment or supplement an amended Merger Registration Statement with the SEC and, that corrects such misstatement or omission and Partners shall mail an amended Proxy Statement-Prospectus to the extent required by Law, disseminate such amendment or supplement to the Parent Partners Stockholders.

Proxy Statement/Prospectus. (ia) As promptly soon as reasonably practicable after the execution of this Agreement, the Company ▇▇▇▇▇▇▇▇▇.▇▇▇ and Parent Explore shall prepare mutually cooperate in jointly preparing and mutually agree upon and Parent and PubCo shall file filing with the SEC United States Securities and Exchange Commission (the "Commission") of a proxy statement/statement and prospectus on Form F-4 the appropriate form of registration statement required under the Securities Act of ----------------- 1933 (as amended or supplemented from time to time, the “"Proxy Statement/Prospectus”) relating "). The Proxy ---- Statement/Prospectus shall constitute a disclosure document for the offer and issuance of the shares of Explore Common Stock to be received by the meeting holders of Parent Stockholders (including any adjournment or postponement thereofthe capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ in the Acquisition and for the other transactions contemplated by this Agreement. As promptly as practicable after comments, if any, are received from the “Parent Stockholder Meeting”) (x) Commission with respect to such Proxy Statement/Prospectus and after the furnishing by ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore of all information required to be contained therein, ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore shall prepare and file with the Commission the Registration Statement, in which the Proxy Statement/Prospectus shall be included, in connection with the registration under the Securities Act of the PubCo Ordinary Shares shares of Explore Common Stock to be issued to all the holders of the Parent Stockholders capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ pursuant to this Agreement, (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, Acquisition. Explore and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange 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 Statement/Prospectus or correspondence related thereto, (C) any other proposals as determined by Parent and PubCo to be necessary or appropriate in connection with the Transactions contemplated hereby, and (D) adjournment of the Parent 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”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each ▇▇▇▇▇▇▇▇▇.▇▇▇ shall use their commercially all reasonable efforts to (1) have or cause the Proxy Statement/Prospectus when filed with the SEC Registration Statement to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond become effective as promptly as reasonably practicable to practicable, and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy Statement/Prospectus effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy Statement/Prospectus, the Company, Parent and PubCo shall take all or any action required under any applicable federal or state securities Laws laws in connection with the issuance of PubCo Ordinary Shares Explore Common Stock pursuant to this Agreement. Each of the Company, Parent 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 Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) and any of their respective members or shareholders as may be reasonably requested in connection with any such actionAcquisition. As promptly as practicable after finalization the Registration Statement shall have become effective, Explore and effectiveness of the Proxy Statement/Prospectus, Parent ▇▇▇▇▇▇▇▇▇.▇▇▇ shall each mail (or cause to be mailed) mailed the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder MeetingShareholders. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent 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 Statement/Prospectus and any amendments filed in response thereto. (iii) If, at any time prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent Stockholders.

Proxy Statement/Prospectus. (ia) As promptly soon as reasonably practicable after the execution of this Agreement, ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore shall mutually cooperate in jointly preparing and filing with the Company United States Securities and Parent Exchange Commission (the "Commission") of a proxy statement and prospectus on the appropriate form of registration statement required under the Securities Act of 1933 (the "Proxy ---------------------- Statement/Prospectus"). The Proxy Statement/Prospectus shall constitute a disclosure document for the offer and issuance of the shares of Explore Common Stock to be received by the holders of the capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ in the Acquisition and for the other transactions contemplated by this Agreement. As promptly as practicable after comments, if any, are received from the Commission with respect to such Proxy Statement/Prospectus and after the furnishing by ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore of all information required to be contained therein, ▇▇▇▇▇▇▇▇▇.▇▇▇ and Explore shall prepare and mutually agree upon and Parent and PubCo shall file with the SEC a proxy statement/prospectus on Form F-4 (as amended or supplemented from time to timeCommission the Registration Statement, in which the “Proxy Statement/Prospectus”) relating to the meeting of Parent Stockholders (including any adjournment or postponement thereofProspectus shall be included, the “Parent Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the PubCo Ordinary Shares shares of Explore Common Stock to be issued to all the holders of the Parent Stockholders capital stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ pursuant to this Agreement, (y) in connection with the registration under the Securities Act of the PubCo Ordinary Shares to be issued to all of the Company Shareholders pursuant to this Agreement, Acquisition. Explore and (z) to solicit proxies from Parent Stockholders for the approval and adoption of: (A) this Agreement, the Merger, the Exchange 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 Statement/Prospectus or correspondence related thereto, (C) any other proposals as determined by Parent and PubCo to be necessary or appropriate in connection with the Transactions contemplated hereby, and (D) adjournment of the Parent 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”). The Company, Parent and each Acquisition Entity shall furnish all information concerning such party as Parent and the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement/Prospectus. Each such Party each ▇▇▇▇▇▇▇▇▇.▇▇▇ shall use their commercially all reasonable efforts to (1) have or cause the Proxy Statement/Prospectus when filed with the SEC Registration Statement to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, (2) respond become effective as promptly as reasonably practicable to practicable, and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, (3) cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy Statement/Prospectus effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy Statement/Prospectus, the Company, Parent and PubCo shall take all or any action required under any applicable federal or state securities Laws laws in connection with the issuance of PubCo Ordinary Shares Explore Common Stock pursuant to this Agreement. Each of the Company, Parent 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 Parent shall furnish all information concerning the Company and its Subsidiaries (in the case of the Company) or Parent (in the case of Parent) and any of their respective members or shareholders as may be reasonably requested in connection with any such actionAcquisition. As promptly as practicable after finalization the Registration Statement shall have become effective, Explore and effectiveness of the Proxy Statement/Prospectus, Parent ▇▇▇▇▇▇▇▇▇.▇▇▇ shall each mail (or cause to be mailed) mailed the Proxy Statement/Prospectus to the Parent Stockholders. Each of Parent, 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 Statement/Prospectus, a current report of Parent 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 Parent, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.5, Parent and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees. Parent shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Parent Governing Documents, and this Agreement in the distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, and the calling and holding of the Parent Stockholder MeetingShareholders. (ii) Any filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be mutually prepared and agreed upon by Parent, PubCo and the Company. The Company will advise Parent and PubCo, and Parent and PubCo will advise the Company, as applicable, promptly after receiving notice thereof, of the time when the Proxy Statement/Prospectus 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 Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. Parent 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 Statement/Prospectus and any amendments filed in response thereto. (iii) If, at any time prior to the Closing, any event or circumstance relating to Parent or its officers or directors is discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent on Form 8-K or a current report of PubCo on Form 8-K, Parent shall promptly inform the Company. If, at any time prior to the Closing, any event or circumstance relating to an Acquisition Entity, the Company, any of its Subsidiaries or their respective officers or directors is discovered by an Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, a current report of Parent 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 Parent. Thereafter, Parent, PubCo and the Company shall promptly cooperate in the preparation of an appropriate amendment or supplement to the Proxy Statement/Prospectus, describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the Parent Stockholders.