Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, AAC and the Company shall use reasonable best efforts to prepare, and shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company, as applicable), and AAC shall file with the SEC, the Form S-4 in connection with the registration under the Securities Act of the AAC Class A Ordinary Shares to be issued under this Agreement and the effect of the 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 and approval of the Transactions; (2) 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 Merger and the Cannae Backstop Agreement, in each case, including as may be required under the NYSE; (4) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”) (the proposals contemplated by clauses (1) through (4), collectively, the “Required AAC Shareholder Approvals”); (5) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus, the Form S-4 or correspondence related thereto; (6) any other proposals the Parties agree are necessary or desirable to consummate the Transactions; and (7) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (clauses (1) through (7), collectively, the “AAC Shareholder Matters”). Without the prior written consent of the Company, the AAC Shareholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which AAC shall propose to be acted on by AAC Shareholders at the Special Meeting, as adjourned or postponed. Each of AAC and the Company shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each of AAC and the 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, AAC and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to shareholders of AAC and to the equityholders of the Company. (ii) Each of AAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or 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 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) AAC shall file the Proxy Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. AAC and the Company shall use reasonable best efforts to, as promptly as practicable (and in 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 date no later than thirty-five (35) days following the SEC Clearance Date (subject to Section 10.03(b)), (ii) cause the Proxy Statement/Prospectus to be disseminated to AAC Shareholders in compliance with applicable Law, 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 otherwise filed with the SEC). With respect to the foregoing, each of AAC and the Company shall cooperate, consult and mutually agree with each other to the same extent as if the consent solicitation statement were included in the Form S-4.

Proxy Statement/Prospectus. (i) As promptly as practicable 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, AAC 2023), CCVII, CorpAcq Holdco and the Company shall use reasonable best efforts to prepare, and shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company, as applicable), and AAC Company shall file with the SEC, the Form S-4 F-4 in connection with the registration under the Securities Act of the AAC Company Ordinary Shares, Company Public Warrants and Company Class A Ordinary C-1 Shares to be issued under this Agreement and the effect of the Transactions on the AAC WarrantsAgreement, which Form S-4 F-4 will also contain (subject to Section 9.03(a)iv)) the Proxy Statement/Prospectus, Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the following: (1) the Special Meeting with respect to, among other things: (A) providing AAC Shareholders the CCVII Stockholders with the opportunity to redeem AAC shares of CCVII Class A Ordinary Shares (effective upon the consummation of the Transactions) Common Stock by delivering an election to redeem in respect of tendering such shares not later than 5:00 p.m. Eastern Time on the date that is at least two for redemption (2but accounting for any valid withdrawals thereof) Business Days prior to the date of in connection with the Special Meeting and accordance with the CCVII Organizational Documents and Trust Agreement (the “AAC Shareholder CCVII Stockholder Redemption”); and (B) soliciting proxies from holders of AAC Ordinary Shares CCVII Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of a proposal to adopt this Agreement and approval of approve the Transactions; Transactions (the “Business Combination Proposal”), (2) a proposal to adjourn the Special Meeting (x) to ensure that any supplement or 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 Merger and the Cannae Backstop Agreement, in each case, including as may be required under the NYSE; (4) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”) (the proposals contemplated by clauses (1) through (4), collectively, the “Required AAC Shareholder Approvals”); (5) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus, Prospectus that the Form S-4 board of directors of CCVII has determined in good faith is required by applicable Law to be disclosed to the CCVII Stockholders and for such supplement or correspondence related theretoamendment to be promptly disseminated to the CCVII Stockholders prior to the Special Meeting; (6y) if, as of the time for which the Special Meeting is originally scheduled (as set forth in 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; and Transactions (7) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (clauses (1) through (7), collectively, the “AAC Shareholder CCVII Stockholder Matters”). Without the prior written consent of the CompanyCorpAcq Holdco, the AAC Shareholder CCVII Stockholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which AAC CCVII shall propose to be acted on by AAC Shareholders 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 of AAC CCVII, CorpAcq Holdco and the Company shall use its reasonable best efforts to cause the Form S-4 F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 F-4 effective as long as is necessary to consummate the Transactions. Each of AAC CCVII, on the one hand, and the Company 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 S-4 F-4 and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, AAC and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to shareholders of AAC and to the equityholders of the Company. (ii) Each of AAC CCVII, CorpAcq Holdco and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form S-4 F-4 and the Proxy Statement/Prospectus and any amendment to the Form S-4 F-4 and the Proxy Statement/Prospectus filed in response thereto. If AAC CCVII, CorpAcq Holdco or the Company becomes aware that any information contained in the Form S-4 or F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 or F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party Party shall promptly inform the other parties, Parties and (y) AAC CCVII, on the one hand, and CorpAcq Holdco and the Company 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 F-4 and the Proxy Statement/Prospectus. AAC CCVII and the Company CorpAcq Parties shall use reasonable best efforts to cause the Form S-4 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 AAC Ordinary SharesCCVII Public Warrants, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the AAC CCVII Organizational Documents. Each of CCVII and the Company and AAC CorpAcq Parties shall provide the other parties, including the Company, with copies of any written comments, and shall inform such the other parties, including the Company, of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form S-4 F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties, including the Company, 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. 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) AAC Promptly after the Form F-4 is declared effective under the Securities Act (such date, the “SEC Clearance Date”), CCVII shall file the Proxy Statement forming part of the Proxy Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange ActAct and the Company shall file the Prospectus forming part of the Proxy Statement/Prospectus and any supplement thereto pursuant to Rule 424. AAC CCVII, CorpAcq Holdco and the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date)practicable, (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with applicable Law the DGCL for a Special Meeting and the CCVII Warrantholders Meeting, in each case, on a date no later than thirty-five (35) 35 days following the SEC Clearance Date (subject to Section 10.03(b9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to AAC Shareholders the CCVII Stockholders and holders of CCVII Public Warrants in compliance with applicable Law, 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 otherwise filed with the SEC). With respect to the foregoing, each of AAC and the Company shall cooperate, consult and mutually agree with each other to the same extent as if the consent solicitation statement were included in the Form S-4.

Proxy Statement/Prospectus. (i) As promptly as practicable 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, AAC 2020) and (ii) February 16, 2021), FTAC, Tempo, the Tempo Blockers and the Company shall use reasonable best efforts to prepare, and the Company shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company, as applicable), and AAC shall file confidentially submit with the SEC, the Form S-4 in connection with the registration under the Securities Act of the AAC Class A Ordinary Shares Company Common Stock to be issued 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 Transactions on the AAC FTAC Warrants, which Form S-4 will contain (subject to Section 9.03(a)iv)i) a consent solicitation statement in connection with the solicitation of the Tempo Blocker Written Consents and the Tempo Written Consent and (ii) 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 Special Meeting with respect to, among other things: (A) providing AAC Shareholders FTAC’s stockholders with the opportunity to redeem AAC shares of FTAC Class A Ordinary Shares Common Stock (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 FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of AAC Ordinary Shares FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the AAC Organizational Documents Certificate of Incorporation in the form of the AAC Bye-Laws FTAC Charter attached as Exhibit C hereto; (3) the approval of each issuance of Company Common Stock, and securities convertible into or exchangeable for Class A hereto 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 extent such issuance requires a separate vote under SEC or NYSE rules (including approval of the issuance of Company Common Stock pursuant to the PIPE Subscription Agreements and Additional Cannae Subscription Agreement, each issuance of Company Common Stock under each Permitted Equity Financing Subscription Agreement and approval of each other issuance that is subject to the SEC’s or the NYSE’s related party transaction rules) (the proposals contemplated by clauses (1) through (3), collectively, the “Required FTAC Stockholder Approvals”); (4) the approval of each provision of the AAC Bye-Laws Company Charter that reasonably requires a separate vote under SEC or NYSE rules); (3) the issuance of AAC Class A Ordinary Shares in connection with the Merger and the Cannae Backstop Agreement, in each case, including as may be required under the NYSE; (45) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”) (the proposals contemplated by clauses (1) through (4), collectively, the “Required AAC Shareholder Approvals”); (5) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus, the Form S-4 or correspondence related thereto; (6) any other proposals the Parties agree are necessary or desirable to consummate the Transactions; and (7) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing Transactions (clauses (1) through (76), collectively, the “AAC Shareholder FTAC Stockholder Matters”). Without the prior written consent of the CompanyTempo, the AAC Shareholder FTAC Stockholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which AAC FTAC shall propose to be acted on by AAC Shareholders FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of AAC FTAC and the Company shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each Subject to Section 10.01(f), each of AAC FTAC and the Company Company, Tempo and the Tempo Blockers 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/Consent Solicitation Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, AAC Tempo, FTAC, the Tempo Blockers and the Company shall use reasonable best efforts to cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be mailed to shareholders stockholders of AAC FTAC and to the equityholders of Tempo and the CompanyTempo Blockers. (ii) Each of AAC FTAC, Tempo, and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or 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 amendment to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus filed in response thereto. If AAC 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, parties and (y) AAC FTAC and the Company 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. AAC 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 AAC Ordinary Sharesshares 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 AAC FTAC Organizational Documents. Each of the Company and AAC FTAC shall provide the other parties, including the CompanyTempo, with copies of any written comments, and shall inform such other parties, including the CompanyTempo, 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 the CompanyTempo, 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 FTAC, the Company, Tempo and the Company 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) AAC FTAC shall file the Proxy Statement/Consent Solicitation Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. AAC 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, as promptly as practicable (and in 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 the DGCL for a date no later than thirty-five (35) 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 AAC Shareholders FTAC’s stockholders in compliance with applicable Law, Law and (iii) consult and mutually agree with the Company Tempo with respect to the foregoing. (iv) The Company . FTAC shall be permitted to prepare and mail to equityholders obtain the written consent of the Company a separate consent solicitation statement in connection with the solicitation holders of the Company Written Consent (which such statement shall not, unless otherwise agreed by the Parties, be included in the Form S-4 or otherwise filed with the SEC). With respect FTAC Class B Common Stock to the foregoing, each adoption and approval of AAC the FTAC Charter as promptly as practicable after the Proxy Statement/Consent Solicitation Statement/Prospectus is disseminated to FTAC’s stockholders and the Company shall cooperate, consult and mutually agree with each other in any event prior to the same extent as if the consent solicitation statement were included in the Form S-4Closing.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, AAC SPAC and the Company shall use reasonable best efforts to prepare, and shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company, as applicable), and AAC SPAC shall file with the SEC, (A) a registration statement, including a proxy statement/prospectus of SPAC (as amended or supplemented, the “Proxy Statement/Prospectus”), on Form S-4 in connection with (as such filing is amended or supplemented, the registration “Registration Statement”) for the purposes of (I) registering under the Securities Act of (1) the AAC Class A Ordinary Shares to be issued under this Agreement pursuant to Article III, (2) the SPAC Warrants and the effect Ordinary Shares to be issued upon the exercise or settlement of the Transactions on the AAC such SPAC Warrants, which Form S-4 will contain (subject to Section 9.03(a)iv)3) the Proxy Statement/ProspectusConvertible Loan Shares, which will be included therein as a prospectus (4) the Converted RSUs, (5) the Converted Warrant, and which will be used as a proxy statement for (6) the Special Meeting with respect toConverted Options (collectively, among other things: the “Registration Shares”), (AII) providing AAC the SPAC Shareholders with notice of the opportunity to redeem AAC SPAC 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 SPAC Shareholder Redemption”); , and (BIII) soliciting proxies from holders of AAC Ordinary SPAC Class A Shares to vote at the Special Meeting, as adjourned or postponed, Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the AAC Organizational Documents in the form amended and restated memorandum and articles of association 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)SPAC; (3) approving the issuance of AAC SPAC Class A Ordinary Shares in connection with the Merger and Business Combination in compliance with the Cannae Backstop Agreement, in each case, including as may be required under applicable provisions of Nasdaq Rule 5635; (5) approving the NYSENEW 2024 Omnibus Incentive Plan; (4) the approval election of seven (7) directors to serve on SPAC’s board of directors following the adoption of the Omnibus Incentive Plan Closing (the “Omnibus Incentive Plan Proposal”) (the proposals contemplated by clauses (1) through (4), collectively, the “Required AAC SPAC Shareholder ApprovalsMatters”); (5) the adoption and approval of any certain other advisory proposals as the SEC (or staff member thereof) may indicate are necessary in its comments for additional amendments to the Proxy Statement/Prospectus, amended and restated memorandum and articles of association of the Form S-4 or correspondence related theretoSPAC upon the Closing; (6) any other proposals the Parties agree are deem necessary or desirable to consummate the Transactions; and (7) the adjournment of the 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 (clauses (1) through (7), collectively, the “AAC SPAC Shareholder Matters”). Without the prior written consent of the CompanyCompany (each such consent not to be unreasonably withheld, conditioned or delayed), the AAC SPAC Shareholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which AAC SPAC shall propose to be acted on by AAC Shareholders SPAC’s shareholders at the Special Meeting. SPAC shall make all other necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Registration Statement and the Proxy Statement/Prospectus 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. SPAC shall cause the Proxy Statement/Prospectus to be mailed to the SPAC Shareholders of record, as adjourned or postponed. 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 AAC SPAC and the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus Statement to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Transactions. Each of AAC SPAC and Merger Sub, on the one hand, and the Company Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party Party in connection with such actions and the preparation of the Form S-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities ActEach of SPAC, AAC and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to shareholders of AAC and to the equityholders of the Company. (ii) Each of AAC and the Company Merger Sub shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioned), delayed) any response to comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendment to the Form S-4 Registration Statement and the Proxy Statement/Prospectus filed in response thereto. If AAC SPAC or the Company becomes aware that any information contained in the Form S-4 Registration Statement or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 Registration Statement or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawlaw, then (xi) such party Party shall promptly inform the other partiesParties and (ii) SPAC, on the one hand, and (y) AAC and the Company Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioneddelayed) an amendment or supplement to the Form S-4 and Registration Statement or the Proxy Statement/ProspectusProspectus contained therein (in each case including documents incorporated by reference therein). AAC SPAC and the Company shall use reasonable best efforts to cause the Form S-4 Registration Statement 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 SharesSPAC shareholders, as applicable, in each case pursuant to applicable Law law and subject to the terms and conditions of this Agreement and the AAC Organizational SPAC’s Governing Documents. Each of the Company and AAC SPAC shall provide the other parties, including the Company, Parties with copies of any written comments, and shall inform such other parties, including the Company, Parties of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form S-4 and Registration Statement or the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties, including the Company, 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. 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) AAC shall file the Proxy Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. AAC and the Company shall use reasonable best efforts to, as promptly as practicable (and in 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 date no later than thirty-five (35) days following the SEC Clearance Date (subject to Section 10.03(b)), (ii) cause the Proxy Statement/Prospectus to be disseminated to AAC Shareholders in compliance with applicable Law, 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 otherwise filed with the SEC). With respect to the foregoing, each of AAC and the Company shall cooperate, consult and mutually agree with each other to the same extent as if the consent solicitation statement were included in the Form S-4.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, AAC SPAC, TopCo and the Company shall use reasonable best efforts to prepare, and shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company, as applicable), and AAC TopCo shall file with the SEC, (A) a registration statement, including a proxy statement of SPAC/prospectus of TopCo (as amended or supplemented, the “Proxy Statement/Prospectus”), on Form S-4 in connection with (as such filing is amended or supplemented, the registration “Registration Statement”) for the purposes of (I) registering under the Securities Act the offer and issuance of (1) the AAC Class A Ordinary TopCo Shares to be issued under this Agreement to Company Shareholders and SPAC Shareholders pursuant to Article II, (2) the Converted Warrants to be issued to holders of Company Warrants pursuant to Article II and the effect TopCo Shares to be issued upon the exercise of such Converted Warrants, (3) the TopCo Converted Warrants to 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 Transactions on the AAC WarrantsConverted RSUs, which Form S-4 will contain and (subject to Section 9.03(a)iv)5) the Proxy Statement/ProspectusTopCo Shares to be issued upon exercise of the Converted Options (collectively, which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to“Registration Shares”), among other things: (AII) providing AAC the SPAC Shareholders with notice of the opportunity to redeem AAC SPAC 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 SPAC Shareholder Redemption”); , and (BIII) soliciting proxies from holders of AAC Ordinary SPAC Class A Shares and the SPAC Class B Share to vote at the Special Meeting, as adjourned or postponed, Extraordinary Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement approval of the AAC Organizational Documents in the form Amended and Restated Articles of the AAC Bye-Laws attached as Exhibit A hereto TopCo (including the approval of each provision of the AAC Bye-Laws that reasonably requires a separate vote if necessary under SEC or NYSE rulesCayman Island law); (3) approving the issuance of AAC Class A Ordinary Shares in connection with the Merger and the Cannae Backstop Agreement, in each case, including as may be required under the NYSENew Incentive Plan; (4) the approval election of seven (7) directors to serve on TopCo’s board of directors following the adoption of the Omnibus Incentive Plan Closing (the “Omnibus Incentive Plan Proposal”if necessary under Cayman Island law) (the proposals contemplated by clauses (1) through (4), collectively, the “Required AAC SPAC Shareholder ApprovalsMatters”); (5) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus, the Form S-4 or correspondence related thereto; (6) any other proposals the Parties agree are deem necessary or desirable to consummate the Transactions; and (76) the adjournment of the Special 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 (clauses (1) through (7), collectively, the “AAC SPAC Shareholder Matters”). Without the prior written consent of the CompanyCompany (each such consent not to be unreasonably withheld, conditioned or delayed), the AAC SPAC Shareholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which AAC SPAC shall propose to be acted on by AAC Shareholders SPAC’s shareholders at the Special Extraordinary Meeting. TopCo or SPAC, as adjourned or postponedapplicable, shall make all other necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Registration Statement and the Proxy Statement/Prospectus 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. SPAC shall cause the Proxy Statement/Prospectus 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 AAC SPAC, the Company, and the Company TopCo shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus Statement to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Transactions. Each of AAC SPAC Party, on the one hand, and the Company Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party Party in connection with such actions and the preparation of the Form S-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities ActEach of SPAC, AAC and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to shareholders of AAC and to the equityholders of the Company. (ii) Each of AAC and the Company TopCo shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioned), delayed) any response to comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendment to the Form S-4 Registration Statement and the Proxy Statement/Prospectus filed in response thereto. If AAC TopCo, SPAC or the Company becomes aware that any information contained in the Form S-4 Registration Statement or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 Registration Statement or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawlaw, then (xi) such party Party shall promptly inform the other partiesParties and (ii) SPAC and TopCo, on the one hand, and (y) AAC and the Company Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioneddelayed) an amendment or supplement to the Form S-4 and Registration Statement or the Proxy Statement/ProspectusProspectus contained therein (in each case including documents incorporated by reference therein). AAC TopCo, SPAC and the Company shall use reasonable best efforts to cause the Form S-4 Registration Statement 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 SharesSPAC Shareholders, as applicable, in each case pursuant to applicable Law law and subject to the terms and conditions of this Agreement and the AAC Organizational SPAC’s Governing Documents. Each of the Company Company, TopCo and AAC SPAC shall provide the other parties, including the Company, Parties with copies of any written comments, and shall inform such other parties, including the Company, Parties of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form S-4 and Registration Statement or the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties, including the Company, 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. 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) AAC shall file the Proxy Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. AAC and the Company shall use reasonable best efforts to, as promptly as practicable (and in 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 date no later than thirty-five (35) days following the SEC Clearance Date (subject to Section 10.03(b)), (ii) cause the Proxy Statement/Prospectus to be disseminated to AAC Shareholders in compliance with applicable Law, 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 otherwise filed with the SEC). With respect to the foregoing, each of AAC and the Company shall cooperate, consult and mutually agree with each other to the same extent as if the consent solicitation statement were included in the Form S-4.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to thirty (30) days after the date of this Agreement, AAC VOSO, Wejo and the Company shall use reasonable best efforts to prepare, and shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company, as applicable), and AAC Company shall file with the SEC, the Form S-4 in connection with the registration under the Securities Act of the AAC Class A Ordinary Company Common Shares to be issued under this Agreement and the effect of the Transactions on the AAC VOSO Warrants, which Form S-4 will also contain (subject to Section 9.03(a)iv)) the Proxy Statement/Prospectus, 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 VOSO’s stockholders with the opportunity to redeem AAC shares of VOSO Class A Ordinary Shares (effective upon the consummation of the Transactions) Common Stock by delivering an election to redeem in respect of 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 “AAC Shareholder VOSO Stockholder Redemption”); and (B) soliciting proxies from holders of AAC Ordinary Shares VOSO Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the AAC Organizational Documents Certificate of Incorporation in the form of the AAC Bye-Laws VOSO Charter 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)B hereto; (3) the issuance of AAC Class A Ordinary Shares in connection with the Merger and the Cannae Backstop Agreement, in each case, including as may be required under the NYSE; (4) the approval of the adoption of the Omnibus Equity Incentive Plan (the “Omnibus Equity Incentive Plan Proposal”) ), the ESPP (the proposals contemplated by clauses “ESPP Proposal”) and the ▇▇▇▇ Scheme (1) through (4), collectively, the “Required AAC Shareholder Approvals▇▇▇▇ Proposal”); and (5) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus, the Form S-4 or correspondence related thereto; (64) any other proposals the Parties agree are necessary or desirable to consummate the Transactions; and Transactions (7) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (clauses (1) through (7), collectively, the “AAC Shareholder VOSO Stockholder Matters”). Without the prior written consent of the Company, the AAC Shareholder VOSO Stockholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which AAC VOSO shall propose to be acted on by AAC Shareholders VOSO’s stockholders at the Special Meeting, as adjourned or postponed. Each of AAC VOSO, Wejo and the Company shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus Prospectus, as applicable, to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each of AAC VOSO, on the one hand, and Wejo and the Company Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party Party in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Prospectus, as applicable. Promptly after the Form S-4 is declared effective under the Securities Act, AAC VOSO and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to shareholders stockholders of AAC and to the equityholders of the CompanyVOSO. (ii) Each of AAC VOSO, Wejo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or 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 amendment to the Form S-4 and the Proxy Statement/Prospectus filed in response thereto. If AAC VOSO, Wejo or the Company becomes aware that any information contained in the Form S-4 or and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 or and the Proxy Statement/Prospectus is are required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties, parties and (y) AAC VOSO, on the one hand, and Wejo and the Company 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. AAC 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 AAC Ordinary Sharesshares 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 AAC VOSO Organizational Documents. Each of the Company Company, Wejo and AAC VOSO shall provide the other parties, including the Company, Parties with copies of any written comments, and shall inform such other parties, including the Company, Parties of any oral comments, that such party 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, 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. AAC 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 contemplated herebyTransactions. (iii) AAC VOSO shall file the Proxy Statement/Prospectus Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. AAC The Company shall file the Prospectus and any supplement thereto pursuant to Rule 424. VOSO, Wejo and the Company shall use reasonable best efforts to, as promptly as practicable (and in 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 the DGCL for a date no later than thirty-five (35) days following the SEC Clearance Date (subject to Section 10.03(b))Date, and (ii) cause the Proxy Statement/Prospectus to be disseminated to AAC Shareholders VOSO’s stockholders in compliance with applicable Law, 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 otherwise filed with the SEC). With respect to the foregoing, each of AAC and the Company shall cooperate, consult and mutually agree with each other to the same extent as if the consent solicitation statement were included in the Form S-4.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, AAC and the Company Avalon, BCG shall use reasonable best efforts to prepare, and shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company, as applicable), and AAC Company shall file with the SEC, the Form S-4 in connection with the registration under the Securities Act of the AAC Class Company Common Shares, Series A Ordinary Shares Preferred Stock and Company Warrants to be issued under this Agreement and the effect of the Transactions on the AAC Avalon Warrants (and Company Common Shares underlying the Avalon Warrants), which Form S-4 will also contain (subject to Section 9.03(a)iv)) the Proxy Statement/Prospectus, 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 the Avalon Stockholders with the opportunity to redeem AAC shares of Avalon Class A Ordinary Shares (effective upon the consummation of the Transactions) Common Stock by delivering an election to redeem in respect of 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 “AAC Shareholder Avalon Stockholder Redemption”); and (B) soliciting proxies from holders of AAC Ordinary Shares Avalon Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the AAC Organizational Documents Certificate of Incorporation 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)Avalon Organizational Documents; (3) the issuance of AAC Class A Ordinary Shares in connection with the Merger and the Cannae Backstop Agreement, in each case, including as may be required under the NYSE; (4) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”) (the proposals contemplated by clauses (1) through ); (4), collectively) to the extent required, the “Required AAC Shareholder Approvals”)issuance of securities pursuant to the PIPE Investment and the Asset PIPE Financing; (5) the adoption and pre-approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary Company’s ordinary course equity issuances in its comments to connection with financing the Proxy Statement/Prospectus, liquidity of alternative assets following consummation of the Form S-4 or correspondence related theretoMergers; and (6) any other proposals the Parties agree that are reasonably necessary or desirable to consummate the Transactions; and Transactions (7) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (clauses (1) through (7), collectively, the “AAC Shareholder Avalon Stockholder Matters”). Without the prior written consent of the CompanyBCG, the AAC Shareholder Avalon Stockholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which AAC A▇▇▇▇▇ shall propose to be acted on by AAC Shareholders the Avalon Stockholders at the Special Meeting, as adjourned or postponed. Each of AAC Avalon and the Company BCG shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each of AAC Avalon, on the one hand, and BCG, on the Company 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, AAC Avalon and the Company BCG shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to shareholders of AAC and to the equityholders of the CompanyAvalon Stockholders. (ii) Each of AAC Avalon and the Company BCG shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or 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 amendment to the Form S-4 and the Proxy Statement/Prospectus filed in response thereto. If AAC Avalon or the Company BCG becomes aware that any information contained in the Form S-4 or and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 or 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, parties and (y) AAC Avalon and the Company 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. AAC Avalon and the Company 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 AAC Ordinary Sharesshares 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 AAC Avalon Organizational Documents. Each of the Company BCG and AAC Avalon shall provide the other parties, including the Company, party with copies of any written comments, and shall inform such other parties, including the Company, 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, including the Company, 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. AAC Avalon and the Company 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) AAC Avalon shall file the Proxy Statement/Prospectus Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. AAC BCG shall file the Prospectus and the Company any supplement thereto pursuant to Rule 424. Avalon, and BCG shall use reasonable best efforts to, as promptly as practicable (and in 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 the DGCL for a date no later than thirty-five (35) 35 days following the SEC Clearance Date (subject to Section 10.03(b9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to AAC Shareholders the Avalon Stockholders in compliance with applicable Law, 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 otherwise filed with the SEC). With respect to the foregoing, each of AAC and the Company shall cooperate, consult and mutually agree with each other to the same extent as if the consent solicitation statement were included in the Form S-4.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, AAC Agreement (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 Company shall use reasonable best efforts to prepareRequired Protected Bank Financial Information, and shall mutually agree upon (such agreement not to be unreasonably withheldB) August 6, conditioned or delayed by either AAC or the Company, as applicable2▇▇▇), ▇▇▇▇▇▇ shall file, and AAC shall file each of S1 Holdco and Protected will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with Trebia to file, with the SEC, the a registration statement on Form S-4 S-4, proxy statement or other applicable form in connection with the registration under Mergers and in connection with the Securities Act of Special Meeting, including any amendments thereto (the AAC Class A Ordinary Shares “Proxy Statement / Prospectus”) to be issued under this Agreement and sent to the effect shareholders of the 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 Trebia in advance of the Special Meeting with respect to, among other things: (A) providing AAC Trebia Shareholders with the opportunity to redeem AAC Trebia Class A Ordinary Shares (effective upon the consummation of the Transactions) by delivering an election to redeem in respect of 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 “AAC Trebia Shareholder Redemption”); and (B) soliciting proxies from holders of AAC Trebia Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement issuance of shares of Trebia Common Stock in connection with the AAC Organizational Documents in the form of the AAC Bye-Laws attached Transactions as Exhibit A hereto (including the approval of each provision of the AAC Bye-Laws that reasonably requires a separate vote may be required under SEC or NYSE rules)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 AAC Class A Ordinary Shares in connection with the Merger Post-Closing RSUs and the Cannae Backstop Agreement, in each case, including as may Trebia RSUs contemplated to be required under the NYSEissued pursuant to Section 3.01(g); (the proposals contemplated by clauses (1), (2), (3) and (4) collectively, the “Required Trebia Shareholder Approvals”); (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”) (the proposals contemplated by clauses (1) through (4), collectively, the “Required AAC Shareholder Approvals”); (56) the adoption and approval 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/Prospectus, the Form S-4 Statement / Prospectus or in correspondence related thereto; and (6) 8) any other proposals the Parties agree are necessary or desirable to consummate the Transactions; and (7) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing Transactions (clauses (1) through (7)8), collectively, the “AAC Trebia 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 the CompanyS1 Holdco, the AAC Trebia Shareholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which AAC Trebia shall propose to be acted on by AAC Shareholders Trebia’s shareholders at the Special Meeting, as adjourned or postponed. Each The Proxy Statement / Prospectus will comply as to form and substance with the applicable requirements of AAC the SEC and the Company shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing thereunder and to keep the Form S-4 remain effective as long as is necessary to consummate the Transactions. Each of AAC T▇▇▇▇▇, ▇▇ Holdco and the Company Protected, shall furnish all information concerning it such party as may reasonably be requested by the other party parties in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Statement / Prospectus. Promptly after Trebia shall (I) file the Form S-4 is declared effective under definitive Proxy Statement / Prospectus with the Securities ActSEC, AAC and the Company shall use reasonable best efforts to (II) cause the Proxy Statement/Statement / Prospectus to be mailed to shareholders its stockholders of AAC and to the equityholders record, as of the Companyrecord date to be established by the board of directors of Trebia in accordance with Section 12.03(a)(iv), as promptly as practicable (but in no event later than three (3) Business Days unless otherwise required by applicable Law) following the date that the SEC clears such Proxy Statement / Prospectus (such earlier date, the “SEC Clearance Date”). (ii) Trebia will advise S1 Holdco promptly after it receives notice thereof, of: (A) the time when the Proxy Statement / Prospectus has been filed; (B) the filing of any supplement or amendment to the Proxy Statement / Prospectus; (C) any request by the SEC for amendment of the Proxy Statement / Prospectus; (D) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (E) requests by the SEC for additional information; and (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 any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide S1 Holdco and Protected and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Trebia shall not file any such documents with the SEC without the prior consent of S1 Holdco (such consent not to be unreasonably withheld, conditioned or delayed). Each of AAC T▇▇▇▇▇, ▇▇ Holdco and the Company Protected shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Statement / Prospectus and any amendment to the Form S-4 and the Proxy Statement/Statement / Prospectus filed in response thereto. If AAC or If, at any time prior to the Company becomes aware that Special Meeting, there shall be discovered any information contained that should be set forth in the Form S-4 an amendment or supplement to the Proxy Statement/Statement / Prospectus shall have become false so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or misleading in omit to state any material respect fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Trebia shall promptly file an amendment or supplement to the Proxy 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 such Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or supplement to the Proxy Statement / Prospectus so that the Form S-4 Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectus is required to be amended statements therein, in order to comply with applicable Lawlight of the circumstances under which they were made, not misleading, then (x) such party Party shall promptly inform the other parties, Parties and (y) AAC and the Company each Party 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/Statement / Prospectus. AAC T▇▇▇▇▇, ▇▇ Holdco and the Company Protected shall use reasonable best efforts to cause the Form S-4 Proxy Statement / Prospectus to be cleared by the SEC under the Securities Act 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 Exchange Act 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 herebySEC. (iiiiv) AAC Trebia shall file the Proxy Statement/Statement / Prospectus on Schedule 14A in accordance with the rules and regulations of the Securities Act and the Exchange Act. AAC T▇▇▇▇▇, ▇▇ Holdco and the Company Protected shall use reasonable best efforts to, as promptly as practicable (and in 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 the DGCL for a date no later than thirty-five (35) 35 days following the SEC Clearance Date (subject to Section 10.03(b12.01(a)), and (ii) cause the Proxy Statement/Statement / Prospectus to be disseminated to AAC Trebia Shareholders in compliance with applicable Law, 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 otherwise filed with the SEC). With respect to the foregoing, each of AAC and the Company shall cooperate, consult and mutually agree with each other to the same extent as if the consent solicitation statement were included in the Form S-4.

Proxy Statement/Prospectus. (i) As promptly as practicable 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, AAC 2020) and (ii) February 16, 2021), FTAC, Tempo, the Tempo Blockers and the Company shall use reasonable best efforts to prepare, and the Company shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company, as applicable), and AAC shall file confidentially submit with the SEC, the Form S-4 in connection with the registration under the Securities Act of the AAC Class A Ordinary Shares Company Common Stock to be issued 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 Transactions on the AAC FTAC Warrants, which Form S-4 will contain (subject to Section 9.03(a)iv)i) a consent solicitation statement in connection with the solicitation of the Tempo Blocker Written Consents (other than the Tempo Blocker Written Consent in respect of Tempo Blocker 4) and the Tempo Written Consent and (ii) 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 Special Meeting with respect to, among other things: (A) providing AAC Shareholders FTAC’s stockholders with the opportunity to redeem AAC shares of FTAC Class A Ordinary Shares Common Stock (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 FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of AAC Ordinary Shares FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the AAC Organizational Documents Certificate of Incorporation in the form of the AAC Bye-Laws FTAC Charter attached as Exhibit C hereto; (3) the approval of each issuance of Company Common Stock, and securities convertible into or exchangeable for Class A hereto 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 extent such issuance requires a separate vote under SEC or NYSE rules (including approval of the issuance of Company Common Stock pursuant to the PIPE Subscription Agreements and Additional Cannae Subscription Agreement, each issuance of Company Common Stock under each Permitted Equity Financing Subscription Agreement and approval of each other issuance that is subject to the SEC’s or the NYSE’s related party transaction rules) (the proposals contemplated by clauses (1) through (3), collectively, the “Required FTAC Stockholder Approvals”); (4) the approval of each provision of the AAC Bye-Laws Company Charter that reasonably requires a separate vote under SEC or NYSE rules); (3) the issuance of AAC Class A Ordinary Shares in connection with the Merger and the Cannae Backstop Agreement, in each case, including as may be required under the NYSE; (45) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”) (the proposals contemplated by clauses (1) through (4), collectively, the “Required AAC Shareholder Approvals”); (5) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Prospectus, the Form S-4 or correspondence related thereto; (6) any other proposals the Parties agree are necessary or desirable to consummate the Transactions; and (7) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing Transactions (clauses (1) through (76), collectively, the “AAC Shareholder FTAC Stockholder Matters”). Without the prior written consent of the CompanyTempo, the AAC Shareholder FTAC Stockholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which AAC FTAC shall propose to be acted on by AAC Shareholders FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of AAC FTAC and the Company shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each Subject to Section 10.01(f), each of AAC FTAC and the Company Company, Tempo and the Tempo Blockers 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/Consent Solicitation Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, AAC Tempo, FTAC, the Tempo Blockers and the Company shall use reasonable best efforts to cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be mailed to shareholders stockholders of AAC FTAC and to the equityholders of Tempo and the CompanyTempo Blockers. (ii) Each of AAC FTAC, Tempo, and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or 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 amendment to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus filed in response thereto. If AAC 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, parties and (y) AAC FTAC and the Company 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. AAC 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 AAC Ordinary Sharesshares 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 AAC FTAC Organizational Documents. Each of the Company and AAC FTAC shall provide the other parties, including the CompanyTempo, with copies of any written comments, and shall inform such other parties, including the CompanyTempo, 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 the CompanyTempo, 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 FTAC, the Company, Tempo and the Company 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) AAC FTAC shall file the Proxy Statement/Consent Solicitation Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. AAC 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, as promptly as practicable (and in 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 the DGCL for a date no later than thirty-five (35) 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 AAC Shareholders FTAC’s stockholders in compliance with applicable Law, Law and (iii) consult and mutually agree with the Company Tempo with respect to the foregoing. (iv) The Company . FTAC shall be permitted to prepare and mail to equityholders obtain the written consent of the Company a separate consent solicitation statement in connection with the solicitation holders of the Company Written Consent (which such statement shall not, unless otherwise agreed by the Parties, be included in the Form S-4 or otherwise filed with the SEC). With respect FTAC Class B Common Stock to the foregoing, each adoption and approval of AAC the FTAC Charter as promptly as practicable after the Proxy Statement/Consent Solicitation Statement/Prospectus is disseminated to FTAC’s stockholders and the Company shall cooperate, consult and mutually agree with each other in any event prior to the same extent as if the consent solicitation statement were included in the Form S-4Closing.