Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Financials, (i) HCIC (with the assistance and cooperation of the Company as reasonably requested by HCIC) shall file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) in favor of (1) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Proposals”), and (ii) PubCo and HCIC shall file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants to be issued to the shareholders and warrantholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares to be issued or issuable to the shareholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC represents that the information supplied by HCIC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCIC. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the Initial PCAOB FinancialsFinancial Statements, (i) HCIC GigCapital5 (with the assistance and cooperation of the Company as reasonably requested by HCICGigCapital5, including delivery of the PCAOB Financial Statements in accordance with Section 7.14) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC GigCapital5 and from which the Company may derive an information statement that it can send to the shareholders stockholders of the Company relating to (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICGigCapital5’s stockholders, in which HCIC shall solicit proxies from HCICthe meeting of GigCapital5’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC GigCapital5 Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance second amended and restated GigCapital5 Certificate of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit EF, (3) the Equity Plan (as defined below), (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers classes of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) members of the aggregate number QTI Holdings Board as of PubCo Shares outstanding at immediately following the Closing and Effective Time, (5) the election of the Initial Post-Closing QTI Holdings Directors to serve as the members of the QTI Holdings Board as of immediately following the Effective Time and until their respective successors are duly elected or appointed and qualified, and (6) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC GigCapital5 Proposals”), ) and (ii) PubCo GigCapital5 shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of GigCapital5 Common Stock to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC The Company shall furnish all information concerning the Company as GigCapital5 may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. GigCapital5 and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable practicable, and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactionstransactions contemplated hereby. Prior to the effective date of the Registration Statement, GigCapital5 shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of GigCapital5 Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after the Registration Statement becomes is declared effective, (1) each of the Company and HCIC GigCapital5 shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC GigCapital5 and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement Statement, will be made by HCIC GigCapital5 or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned conditioned, or delayed). HCIC GigCapital5 and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares GigCapital5 Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of GigCapital5 and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC GigCapital5 represents that the information supplied by HCIC GigCapital5 for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICGigCapital5, (iii) the time of the HCIC GigCapital5 Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to GigCapital5 or Merger Sub, or their respective officers or directors, should be discovered by GigCapital5 which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, GigCapital5 shall promptly inform the Company. All documents that GigCapital5 is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICGigCapital5, (iii) the time of the HCIC GigCapital5 Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICGigCapital5. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (e) Without the prior written consent of the Company, the GigCapital5 Proposals shall be the only matters (other than procedural matters) which GigCapital5 shall propose to be acted on by GigCapital5 stockholders at the GigCapital5 Stockholders’ Meeting.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC (with the assistance SPAC and cooperation of the Company as reasonably requested by HCIC) shall prepare and file with the SEC a joint information statementconsent solicitation/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC SPAC and to the shareholders stockholders of the Company relating to (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICSPAC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCICSPAC’s stockholders called for the purpose of voting on the following matters (the “HCIC SPAC Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares New SPAC Common Stock as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) the second amended and restated SPAC Certificate of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit EB-1, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing Stock Incentive Plan and (5) any approval of other proposals the parties Parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC SPAC Proposals”), ) and (ii) PubCo SPAC shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of New SPAC Common Stock (A) to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this AgreementAgreement and (B) held by the stockholders of SPAC immediately prior to the Effective Time. PubCo, HCIC SPAC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, SPAC shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of New SPAC Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Registration Statement becomes effectiveProxy Statement, (1) each of the Company and HCIC SPAC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC SPAC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC SPAC or the Company without the approval of the other party Party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC SPAC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares New SPAC Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of SPAC and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC SPAC represents that the information supplied by HCIC SPAC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICSPAC and the Company, (iii) the time of the HCIC SPAC Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to SPAC or Merger Sub, or their respective officers or directors, should be discovered by SPAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, SPAC shall promptly inform the Company. All documents that SPAC is responsible for filing with the SEC in connection with the Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICSPAC and the Company, (iii) the time of the HCIC SPAC Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryCompany, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICSPAC. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As Parent and the Company shall, as promptly as reasonably practicable after following the execution date of this Agreement Agreement, prepare and receipt of the PCAOB Financials, (i) HCIC (with the assistance and cooperation of the Company as reasonably requested by HCIC) shall file with the SEC a joint information statement/proxy statement relating to the meetings of the Company’s stockholders and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (as amended together with any amendments or supplementedsupplements thereto, the “Joint Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) in favor of (1) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Proposals”), and (ii) PubCo and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all any amendments or supplements thereto, the “Registration StatementForm S-4”) ), in which the Joint Proxy Statement shall will be included as a prospectus. Each of Parent and the Company shall, upon the reasonable request by the Other Party, furnish to the Other Party all information as may be reasonably necessary or advisable in connection with the registration under Joint Proxy Statement or the Securities Act Form S-4. Each of PubCo Shares and PubCo Warrants to be issued to the shareholders and warrantholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC Parent and the Company each shall use their its reasonable best efforts to (i) cause have the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (iv) to keep the Registration Statement Form S-4 effective as long as is necessary to consummate the Transactionstransactions contemplated by this Agreement. As Each of the Parties shall mail or deliver the Joint Proxy Statement to its respective stockholders as promptly as reasonably practicable after the Registration Statement becomes effectiveForm S-4 has been declared effective under the Securities Act. Parent shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, (1) each of the Company and HCIC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly furnish all information concerning it and the holders of Company Common Stock as may be reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent action. Each of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Parent and the Company each will shall, as promptly as reasonably practicable after receipt thereof, provide the Other Party copies of any written comments and advise the otherOther Party of any oral comments, with respect to the Joint Proxy Statement and/or the Form S-4 received from the SEC. Each Party shall also advise the Other Party, as promptly as reasonably practicable after they receive receipt of notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment thereto has been filedeffective, of the issuance of any stop order, of or the suspension suspensions of the qualification of the PubCo Shares to be issued or Parent Common Stock issuable to the shareholders of the Company in connection with this Agreement the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto The Parties shall cooperate and mutually agree upon (such agreement not provide the Other Party with a reasonable opportunity to be unreasonably withheld, conditioned review and comment on any amendment or delayed) any response to comments of the SEC with respect supplement to the Joint Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC represents that the information supplied by HCIC for inclusion in the Registration Statement and the Proxy Statement does not Form S-4 prior to filing such with the SEC and shall not contain any untrue statement will provide the Other Party with a copy of a material fact or fail to state any material fact required to be stated therein or necessary in order to make all such filings with the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed SEC to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Timeextent not otherwise publicly available. If, If at any time prior to the Effective Time, Parent or the Company has Knowledge of any event or circumstance information relating to HCIC, First Merger Sub Parent or Second Merger Subthe Company, or any of their respective officers officers, directors or directorsother Affiliates, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement Form S-4 or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Joint Proxy Statement does so that any such document would not and shall not contain include any untrue statement misstatement of a material fact or fail 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, at (i) the time Party that discovers such information shall promptly notify the Registration Statement is declared effectiveOther Party and, (ii) to the time the Proxy Statement (or any extent required by applicable Laws, an appropriate amendment thereof or supplement thereto) is first mailed describing such information shall be filed as promptly as reasonably practicable with the SEC and, to the extent required under applicable Law, disseminated to the stockholders of HCIC, (iii) Parent and the time of the HCIC Stockholders’ Meeting and (iv) the Effective TimeCompany. If, at any time prior Notwithstanding anything contained in this Agreement to the Effective Timecontrary, any event no amendment or circumstance supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Parent and the Company, which approval shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Company, in connection with a Company Adverse Recommendation Change, or the Parent, in connection with a Parent Adverse Recommendation Change, may amend or supplement the Joint Proxy Statement and/or the Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a change, and in such event, this right of approval shall apply only with respect to information relating to the Company Other Party or any Company Subsidiaryits business, financial condition or their respective officers or directorsresults of operations, should and shall be discovered by subject to the Company which should right of each Party to have its Board’s deliberations and conclusions be set forth in accurately described. A “Qualifying Amendment” means an amendment or a supplement to the Registration Joint Proxy Statement or the Proxy StatementForm S-4 (including by incorporation by reference) to the extent that it contains (a) a Company Adverse Recommendation Change or a Parent Adverse Recommendation Change, (b) a statement of the reasons of the Company shall promptly inform HCIC. All documents that Board or Parent Board (as the case may be) for making such Company is responsible for filing with Adverse Recommendation Change or Parent Adverse Recommendation Change, and (c) additional information reasonably related to the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Actforegoing.

Proxy Statement; Registration Statement. (a) As promptly as practicable Promptly after the execution of this Agreement and receipt delivery of the PCAOB FinancialsMerger Notice (for as long as such Merger Notice remains in effect), (i) HCIC (with the assistance Flex and cooperation of the Company as reasonably requested by HCIC) Nextracker shall prepare, and Flex shall file with the SEC SEC, a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, with respect to the CompanyFlex Shareholders Meeting (which proxy statement may be combined, in Flex’s stockholderssole and absolute discretion, with the proxy statement for any annual general meeting of Flex) and a prospectus that Nextracker will use to offer the action Nextracker Class A Shares to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) in favor of (1) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries issued in the form of optionsIssuance (such proxy statement and prospectus, restricted shares, restricted share units or other equity-based awards based on PubCo Shares together with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing all amendments and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectivelysupplements thereto, the “HCIC ProposalsProxy/Prospectus”), and (ii) PubCo Flex and HCIC Nextracker shall prepare, and Nextracker shall file with the SEC SEC, a registration statement on Form F-4 S-4 pursuant to which the offer and sale of Nextracker Class A Shares to be issued in the Issuance will be registered pursuant to the Securities Act and which will include the Proxy/Prospectus as a part thereof (such registration statement, together with all amendments and supplements thereto, the “S-4 Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants to be issued to the shareholders and warrantholders ). After delivery of the Company Merger Notice (for as long as such Merger Notice remains in effect), Flex and HCIC pursuant to this Agreement. PubCo, HCIC and the Company Nextracker each shall use their its reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC respond promptly to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning and have the Proxy Statement or the Registration Statement, (iii) cause the S-4 Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable and (iv) after such filing, to keep the Registration Statement effective maintain such effectiveness for as long as is necessary to consummate the Merger and the other Transactions, and Flex shall promptly thereafter mail the Proxy/Prospectus to the shareholders of Flex. As promptly as practicable after the Registration Statement becomes effective, (1) each After delivery of the Company and HCIC Merger Notice (for as long as such Merger Notice remains in effect), Nextracker shall mail also use its reasonable best efforts to satisfy, prior to the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation effective date of the S-4 Registration Statement and the Proxy Statement, provided, however, that neither HCIC nor all necessary state securities applicable Laws or “blue sky” notice requirements to consummate the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable LawTransactions. (b) No filing ofAfter delivery of the Merger Notice (for as long as such Merger Notice remains in effect), or each of Flex and Nextracker shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Proxy Proxy/Prospectus or S-4 Registration Statement or the Registration Statement will be made by HCIC or the Company without the approval of for additional information and shall promptly provide to the other party (such approval not to be unreasonably withheld, conditioned copies of all correspondence between it or delayed). HCIC any of its Representatives and the Company each will SEC with respect to the Proxy/Prospectus or S-4 Registration Statement. During such period of time, (i) Nextracker shall advise the otherFlex, promptly after they receive receipt of notice thereof, of the time when of effectiveness of the S-4 Registration Statement has become effective or any supplement or amendment thereto has been filed, of and the issuance of any stop order, of order relating thereto or the suspension of the qualification of the PubCo Nextracker Class A Shares to be issued or issuable to the shareholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, and each of Flex and Nextracker shall use its reasonable best efforts to have any such stop order or of any request by the SEC for amendment of the Proxy Statement suspension lifted, reversed or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC represents that the information supplied by HCIC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effectiveotherwise terminated, (ii) Flex shall advise Nextracker, promptly after receipt of notice thereof, of the time of clearance of the Proxy Statement (Proxy/Prospectus and any order relating thereto, and each of Flex and Nextracker shall use its reasonable best efforts to have any such order lifted, reversed or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICotherwise terminated, and (iii) Flex will cause the time of Proxy/Prospectus, and Nextracker will cause the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the S-4 Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will to comply as to form and substance in all material respects with the applicable requirements provisions of the Securities Act Act. (c) After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), each of Flex and Nextracker will provide their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the S-4 Registration Statement and other documents related to the Flex Shareholders Meeting, the Merger, the Issuance, the Distribution and the Exchange Actother Transactions prior to filing such documents with the applicable Governmental Entity and mailing the applicable documents to Flex’s shareholders. Each Party will include in the Proxy/Prospectus, the S-4 Registration Statement and such other documents related to the Flex Shareholders Meeting, the Merger, the Issuance, the Distribution and the other Transactions comments reasonably and promptly proposed by the other Party or its legal counsel and each agrees that all information relating to Flex and its Subsidiaries included in the Proxy/Prospectus and the S-4 Registration Statement shall be in form and content satisfactory to Flex, acting reasonably, and all information relating to Nextracker and its Subsidiaries included in the Proxy/Prospectus and the S-4 Registration Statement shall be in form and content satisfactory to Nextracker, acting reasonably. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, If at any time prior to the Effective TimeDistribution Closing, any event or circumstance relating Flex determines in its sole and absolute discretion that the Newco Shares to be issued in the Distribution are required by applicable Law to be registered on a registration statement on Form 10 (such registration statement, together with all amendments and supplements thereto, the “Form 10 Registration Statement”), Flex shall thereafter notify Nextracker of such determination and, following such notice, the covenants and representations of the Parties herein applicable to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement Proxy/Prospectus shall apply to the such Form 10 Registration Statement or mutatis mutandis; provided, that Flex may, following such notice, determine in its sole and absolute discretion that a Form 10 Registration Statement is not so required and upon notice to Nextracker the Proxy Statement, obligations herein with respect thereto shall be of no further force and effect (unless otherwise subsequently determined by Flex in its sole and absolute discretion upon notice to Nextracker). (e) Flex shall bear all of the Company shall promptly inform HCIC. All documents that the Company is responsible for filing with the SEC costs and expenses in connection with the Merger or Proxy/Prospectus and the other transactions actions contemplated by this Agreement will comply as to form hereby with respect hereto and substance Nextracker shall bear all of the costs and expenses in all material respects connection with the applicable requirements of the Securities Act S-4 Registration Statement and the Exchange Actactions contemplated hereby with respect hereto.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC (with the assistance SPAC and cooperation of the Company as reasonably requested by HCIC) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC the SPAC and to the shareholders stockholders of the Company relating to (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICthe SPAC’s stockholders, in which HCIC shall solicit proxies from HCICthe meeting of the SPAC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC SPAC Stockholders’ Meeting”) in favor to be held to (I) provide the stockholders of the SPAC with the opportunity to redeem their shares of SPAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is two Business Days prior to the date of the SPAC Stockholders’ Meeting (the “SPAC Stockholder Redemption”) and (II) consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares the New SPAC Common Stock and New SPAC Series A Preferred Stock as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) of the material differences between HCIC’s existing certificate of incorporation equity incentive plan (the “SPAC Equity Incentive Plan”) in the form attached hereto as Exhibit G, with any changes thereto as the Company and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit ESPAC may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either party), (4) an employee stock purchase plan (the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries “SPAC ESPP”) in the form of optionsattached hereto as Exhibit H, restricted shareswith any changes thereto as the Company and the SPAC may mutually agree (such agreement not to be unreasonably withheld, restricted share units conditioned or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and delayed by either party), (5) the New SPAC Certificate of Incorporation and Certificate of Designations, (6) the election of directors as contemplated by Section 7.15, and (7) any approval of other proposals the parties deem necessary or appropriate to effectuate the Merger and the other Transactions (collectively, the “HCIC SPAC Proposals”), ) and (ii) PubCo the SPAC shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of New SPAC Common Stock (A) to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this AgreementAgreement or (B) held by the stockholders of the SPAC immediately prior to the Effective Time. PubCo, HCIC The Company shall furnish all information concerning the Company as the SPAC may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. The SPAC and the Company each shall use their reasonable best efforts to (i1) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements Laws applicable thereto, (ii2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii3) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv4) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after finalization of the Registration Statement becomes effectiveProxy Statement, (1) each of the Company and HCIC the SPAC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC the SPAC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC the SPAC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC The SPAC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares New SPAC Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and responses thereto. Each of the parties hereto SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC The SPAC represents that the information supplied by HCIC the SPAC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICthe SPAC, (iii) the time of the HCIC SPAC Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the SPAC or Merger Sub, or their respective officers or directors, should be discovered by the SPAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the SPAC shall promptly inform the Company. All documents that the SPAC is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement or any current report on Form 8-K shall not, at (i) the time the Registration Statement is declared effectiveeffective (in the case of the Registration Statement or the Proxy Statement) or at the time filed (in the case of a current report on Form 8-K), (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICthe SPAC (in the case of the Registration Statement or the Proxy Statement), (iii) the time of the HCIC SPAC Stockholders’ Meeting (in the case of the Registration Statement or the Proxy Statement), and (iv) the Effective TimeTime (in the case of the Registration Statement or the Proxy Statement), contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryCompany, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICthe SPAC. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC (with the assistance SPAC and cooperation of the Company as reasonably requested by HCIC) shall file prepare, and Holdco shall file, with the SEC a joint information proxy statement/proxy information statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC SPAC Stockholders and to the shareholders of the Company Stockholders relating to (A) as an information statement relating, with respect to the Company’s stockholdersCompany Stockholders, to the action to be taken by shareholders of the certain Company Stockholders pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICSPAC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCICSPAC’s stockholders called for the purpose of voting on the following matters (the “HCIC SPAC Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the Mergers, SPAC Merger and (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties Parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC SPAC Proposals”), ) and (ii) PubCo SPAC and HCIC the Company shall prepare and Holdco shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares (A) the shares of Holdco Common Stock to be issued to the Company Stockholders that did not execute the Written Consent, (B) the shares of Holdco Common Stock to be issued to the SPAC Stockholders and PubCo issuable upon exercise of the Holdco Warrants and (C) the Holdco Warrants to be issued to the shareholders and warrantholders of the Company and HCIC SPAC Stockholders pursuant to this Agreement. PubCoSPAC, HCIC and the Company and Holdco each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, Holdco, the Company and the SPAC as and if applicable shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Holdco Common Stock and Holdco Warrants, in each case to be issued or issuable to the Company Stockholders and the SPAC Stockholders pursuant to this Agreement. As promptly as practicable after finalization of the Registration Statement becomes effectiveProxy Statement, (1) each of the Company and HCIC SPAC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC SPAC and the Company shall promptly 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 Registration Statement and the Proxy Statement, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or SPAC, the Company or Holdco without the approval of the other party Parties (such approval not to be unreasonably withheld, conditioned or delayed). HCIC For the avoidance of doubt, prior to filing with the SEC, Holdco and the Company will make available to SPAC drafts of the Registration Statements, Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and drafts of any amendment or supplement to the Registration Statement, Proxy Statement or such other document and will provide SPAC with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. SPAC, the Company and Holdco each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Holdco Common Stock to be issued or issuable to the shareholders of Company Stockholders and the Company SPAC Stockholders 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of SPAC, the parties hereto Company and Holdco shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC SPAC represents that the information supplied by HCIC SPAC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICSPAC Stockholders and the Company Stockholders, (iii) the time of the HCIC SPAC Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the SPAC Merger Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SPAC Merger Effective Time, any event or circumstance relating to SPAC, or its respective officers or directors, should be discovered by SPAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, SPAC shall promptly inform the Company. All documents that SPAC is responsible for filing with the SEC in connection with the SPAC Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICSPAC Stockholders and the Company Stockholders, (iii) the time of the HCIC SPAC Stockholders’ Meeting Meeting, and (iv) the Company Merger Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Company Merger Effective Time, any event or circumstance relating to the Company Company, Holdco or any Company Subsidiarythe Merger Subs, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICSPAC. All documents that each of the Company and Holdco is responsible for filing with the SEC in connection with the Company Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (e) At least five (5) days prior to Closing, the Parties shall mutually begin preparing a draft Current Report on Form 8-K in connection with and announcing the Closing, together with, or incorporating by reference, such information that is or may be required to be disclosed with respect to the transactions contemplated hereby pursuant to Form 8-K (the “Closing Form 8-K”). Prior to the Closing, the Parties shall prepare a mutually agreeable press release announcing the consummation of the transactions contemplated hereby (“Closing Press Release”). Concurrently with the Closing, Holdco shall distribute the Closing Press Release, and within four (4) Business Days after the Closing, Holdco shall file the Closing Form 8-K with the SEC.

Proxy Statement; Registration Statement. (a) As promptly soon as reasonably practicable after following the execution date of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC Parent (with the assistance and cooperation of the Company as reasonably requested by HCICParent) shall prepare and Pubco shall file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholdersParent, in which HCIC Parent shall solicit proxies from HCICParent’s stockholders to vote at the special meeting of HCICParent’s stockholders called for the purpose of voting on the following matters (the “HCIC Parent Stockholders’ Meeting”) in favor of (1A) the adoption of this Agreement and approval of the Mergers, (B) the issuance of shares of Pubco Common Stock as contemplated by this Agreement, (C) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Second Amended and Restated Memorandum and Articles Certificate of Association Incorporation of PubCo Pubco to read as set forth on Exhibit EA attached hereto, (4D) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC Parent and the Company that provides for grant of awards to employees and other service providers of the Company Surviving Corporation Subsidiary and its Subsidiaries in the form of options, restricted sharesstock, restricted share stock units or other equity-based awards based on PubCo Shares Pubco Common Stock with a total pool of awards of PubCo Shares Pubco Common Stock not exceeding twelve percent (12%) exceeding, together with the number of shares of Parent Common Stock that would be issuable immediately after the Company Merger Effective Time and the Parent Merger Effective Time upon the vesting of all Converted RSUs or Converted Options, 10% of the aggregate number of PubCo Shares shares of Pubco Common Stock outstanding at as of immediately following the Closing (the “Pubco LTIP”), which Pubco LTIP shall have an annual “evergreen” increase of not more than 3% of the shares of Pubco Common Stock outstanding as of the day prior to such increase, and (5E) any approval of other proposals the parties deem necessary to effectuate the Merger Mergers and the other Transactions (collectively, the “HCIC Parent Proposals”), and (ii) PubCo Parent shall prepare and HCIC Pubco shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in ), which Registration Statement shall include the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares the shares of Pubco Common Stock and PubCo the Pubco Assumed Parent Warrants to be issued to the shareholders and warrantholders Participating Securityholders and/or holders of the Company and HCIC Parent securities, as applicable, pursuant to this Agreement. PubCo, HCIC . (b) Pubco and the Company each Parent shall use their reasonable best efforts to (iw) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (iix) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iiiy) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (ivz) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC Parent shall mail (or cause to be mailed) the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterits stockholders. Each of HCIC Parent, Pubco and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (bc) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Pubco or the Company Parent without the approval of the other party Company (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Parent and Pubco, on the one hand, and the Company Company, on the other hand, each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Parent Common Stock or the Pubco Assumed Parent Warrants to be issued or issuable to the shareholders Participating Securityholders and/or holders of the Company Parent securities, as applicable, 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Pubco, Parent and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) ), any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (cd) HCIC Each of Parent and Pubco represents that the information supplied by HCIC it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICParent, (iii) the time of the HCIC Parent Stockholders’ Meeting and Meeting, (iv) the Company Merger Effective Time, and (v) the Parent Merger Effective Time. If, at any time prior to the Company Merger Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Subany of the Parent Parties, or their respective officers or directors, should be discovered by HCIC Parent or Pubco which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC Parent shall promptly inform the Company. All documents that HCIC each of Parent and Pubco is responsible for filing with the SEC in connection with the Merger Mergers or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (de) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICParent, (iii) the time of the HCIC Parent Stockholders’ Meeting Meeting, (iv) the Parent Merger Effective Time, and (iv) the Company Merger Effective Time. If, at any time prior to the Company Merger Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCIC. All documents that Parent. (f) As promptly as practicable after the initial filing of the Registration Statement, the Company is responsible for filing (with the SEC in connection with assistance and cooperation of Parent as reasonably requested by the Merger or Company) shall prepare an information statement relating to the other transactions contemplated action to be taken by this Agreement will comply as to form and substance in all material respects with the applicable requirements stockholders of the Securities Act Company pursuant to the Written Consent. As promptly as practicable after the date on which the Registration Statement becomes effective, the Company shall deliver the Consent Solicitation Statement and the Exchange Actprospectus contained in the Registration Statement to its stockholders.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Audited Financials, (i) HCIC (with the assistance Parent and cooperation of the Company as reasonably requested by HCIC) shall prepare and Parent shall file with the SEC a joint information statementconsent solicitation/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC Parent and to the shareholders stockholders of the Company relating to (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICParent’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCICParent’s stockholders called for the purpose of voting on the following matters (the “HCIC Parent Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares Parent Common Stock and New Parent Warrants as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) the second amended and restated Parent Certificate of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit ED, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing Stock Incentive Plan and (5) any approval of other proposals the parties deem necessary or advisable to effectuate the Merger and the other Transactions (collectively, the “HCIC Parent Proposals”), ) and (ii) PubCo Parent shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares the shares of Parent Common Stock and PubCo New Parent Warrants to be issued to the shareholders and warrantholders stockholders of the Company and HCIC (including the holders of Company Preferred Stock issued pursuant to the Net Exercise) pursuant to this Agreement. PubCo, HCIC Parent and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement or and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing with the SEC and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock and New Parent Warrants, in each case to be issued or issuable to the stockholders of the Company (including the holders of Company Preferred Stock issued pursuant to the Net Exercise) pursuant to this Agreement. As promptly as practicable after the effective time of the Registration Statement becomes effectiveStatement, (1) each of the Company and HCIC Parent shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC Parent and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Parent or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Parent and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Parent Common Stock or New Parent Warrants to be issued or issuable to the shareholders stockholders of the Company (including the holders of Company Preferred Stock issued pursuant to the Net Exercise) in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC or its staff for additional information. Each of Parent and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC Parent represents that the information supplied by HCIC Parent for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICParent and the Company, (iii) the time of the HCIC Parent Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICParent and the Company, (iii) the time of the HCIC Parent Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICParent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly soon as reasonably practicable after following the execution date of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC Parent (with the assistance and cooperation of the Company as reasonably requested by HCICParent) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholdersParent, in which HCIC Parent shall solicit proxies from HCICParent’s stockholders to vote at the special meeting of HCICParent’s stockholders called for the purpose of voting on the following matters (the “HCIC Parent Stockholders’ Meeting”) in favor of (1A) the adoption of this Agreement and approval of the Merger, (B) the issuance of shares of Parent Common Stock as contemplated by this Agreement, (C) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Second Amended and Restated Memorandum and Articles Certificate of Association Incorporation of PubCo Parent to read as set forth on Exhibit EA, (4D) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC Parent and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted sharesstock, restricted share stock units or other equity-based awards based on PubCo Shares Parent Common Stock with a total pool of awards of PubCo Shares Parent Common Stock not exceeding twelve percent (12%) exceeding, together with the number of shares of Parent Common Stock that would be issuable immediately after the Effective Time upon the vesting of all Converted RSUs or Converted Options, 10% of the aggregate number of PubCo Shares shares of Parent Common Stock outstanding at as of immediately following the Closing (the “Parent LTIP”), which Parent LTIP shall have an annual “evergreen” increase of not more than 3% of the shares of Parent Common Stock outstanding as of the day prior to such increase, and (5E) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Parent Proposals”), and (ii) PubCo Parent shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in ), which Registration Statement shall include the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of Parent Common Stock to be issued to the shareholders and warrantholders of the Company and HCIC Participating Securityholders pursuant to this Agreement. PubCo, HCIC and the Company each . (b) Parent shall use their reasonable best efforts to (iw) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (iix) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iiiy) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (ivz) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC Parent shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterits stockholders. Each of HCIC Parent and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (bc) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company Parent without the approval of the other party Company (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Parent and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Parent Common Stock to be issued or issuable to the shareholders of the Company Participating Securityholders 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Parent and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) ), any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (cd) HCIC Parent represents that the information supplied by HCIC Parent for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICParent, (iii) the time of the HCIC Parent Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub Parent or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC Parent shall promptly inform the Company. All documents that HCIC ▇▇▇▇▇▇ is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (de) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICParent, (iii) the time of the HCIC Parent Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCIC. All documents that Parent. (f) As promptly as practicable after the initial filing of the Registration Statement, the Company is responsible for filing (with the SEC in connection with assistance and cooperation of Parent as reasonably requested by the Merger or Company) shall prepare an information statement relating to the other transactions contemplated action to be taken by this Agreement will comply as to form and substance in all material respects with the applicable requirements stockholders of the Securities Act Company pursuant to the Written Consent. As promptly as practicable after the date on which the Registration Statement becomes effective, the Company shall deliver the Consent Solicitation Statement and the Exchange Actprospectus contained in the Registration Statement to its stockholders.

Proxy Statement; Registration Statement. (a) As promptly as practicable after following the execution stockholders' meetings of this Agreement CJC and receipt BMOC at which the Business Combination will be submitted to the stockholders of the PCAOB FinancialsCJC and BMOC for their approval, (i) HCIC (with the assistance each of Patriot, Wyndham and cooperation of the Company as reasonably requested by HCIC) BMOC shall prepare and file with the SEC (with appropriate requests for confidential treatment, unless the parties hereto otherwise agree) under the Exchange Act, a joint information proxy statement/prospectus and forms of proxies (such joint proxy statement (as amended or supplementedstatement/prospectus together with any amendments to supplements thereto, the “"Proxy Statement”") relating to be sent to the stockholder meetings of each of Patriot, Wyndham and BMOC and the vote of the stockholders of HCIC and to the shareholders of the Company (A) Patriot and Wyndham, with respect to this Agreement as ratified by New Patriot pursuant to the Patriot Ratification Agreement, (B) Patriot, with respect to an information statement relatingamendment to the Pairing Agreement (the "Pairing Agreement Amendment") pursuant to and in accordance with the terms of the Stock Purchase Agreement, and (C) BMOC, with respect to the Company’s stockholdersBMOC Stock Issuance, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) in favor of (1) the approval and adoption of this Pairing Agreement Amendment and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Proposals”)BMOC Charter Amendment, and (ii) PubCo following clearance by the SEC of the Proxy Statement, Patriot and HCIC BMOC shall prepare and file with the SEC under the Securities Act a registration statement on Form F-4 S-4 (such registration statement, together with all any amendments or supplements thereto, the “Registration Statement”) "Form S-4"), in which the Proxy Statement shall will be included as a prospectus, in connection with the registration under the Securities Act of PubCo (A) the Paired Shares of Patriot Stock and PubCo Warrants BMOC Stock to be distributed to the stockholders of Wyndham in the Merger, (B) the Paired Shares of Patriot Stock and BMOC Stock to be issued and sold to the Principal Stockholder pursuant to the Stock Purchase Agreement, (C) the shares of Unpaired Patriot Stock to be issued and sold to the Principal Stockholder pursuant to the Stock Purchase Agreement, (D) the Paired Shares of Patriot Stock and BMOC Stock to be issued to the shareholders and warrantholders Principal Stockholder upon conversion of the Company shares of Unpaired Patriot Stock to be issued and HCIC sold to the Principal Stockholder pursuant to this the Stock Purchase Agreement, and (E) as contemplated by the Registration Rights Agreement, the resale of certain Paired Shares of Patriot Stock and BMOC Stock to be issued in the Merger and pursuant to the Stock Purchase Agreement (the securities referred to in the foregoing clauses (A) - (E) being referred to herein collectively as the "Registered Securities"). PubCo, HCIC Patriot and the Company each shall use their reasonable best efforts to (i) BMOC will cause the Proxy Statement and Registration Statement when filed with the SEC Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and Wyndham will cause the Proxy Statement to comply as to form in all legal requirements material respects with the applicable theretoprovisions of the Exchange Act and the rules and regulations thereunder. Each of Patriot and BMOC, (ii) respond on the one hand, and Wyndham, on the other hand, shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Proxy Statement and the Form S-4. Each of Patriot and BMOC shall use its reasonable best efforts, and Wyndham will cooperate with them, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable (including clearing the Proxy Statement with the SEC). Each of Patriot, Wyndham, and BMOC agrees promptly to correct any information provided by it for use in the Proxy Statement and resolve the Form S-4 if and to the extent that such information shall have become false or misleading in any material respect, and each of the parties hereto further agrees to take all comments received from steps necessary to amend or supplement the Proxy Statement and, in the case of Patriot and BMOC, the Form S-4, and to cause the Proxy Statement and, in the case of Patriot and BMOC, the Form S-4, as so amended or supplemented to be filed with the SEC concerning and to be disseminated to their respective stockholders, in each case as and to the extent required by applicable federal and state securities laws. Each of Patriot, Wyndham, and BMOC agrees that the information provided by it for inclusion in the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable Form S-4 and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to thereto, at the Proxy Statement or time of mailing thereof and at the Registration Statement will be made by HCIC or the Company without the approval time of the other party (such approval respective meetings of stockholders of Patriot, Wyndham, and BMOC, will not to be unreasonably withheld, conditioned or delayed). HCIC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares to be issued or issuable to the shareholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC represents that the information supplied by HCIC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any include an untrue statement of a material fact or fail omit to state any a 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 at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Patriot and BMOC will advise Wyndham, at and deliver copies (iif any) to Wyndham, promptly after either receives notice thereof, of any request by the time the Registration Statement is declared effective, (ii) the time SEC for amendment of the Proxy Statement (or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, or notice of the time when the Form S-4 has become effective or any supplement or amendment thereof or supplement thereto) is first mailed to has been filed, the stockholders issuance of HCICany stop order, (iii) the time suspension of the HCIC Stockholders’ Meeting and (iv) qualification of the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCIC. All documents that the Company is responsible for filing with the SEC Registered Securities issuable in connection with the Merger or pursuant to the Stock Purchase or of the Registered Securities for offering or sale in any jurisdiction. (b) Each of Patriot, Wyndham and BMOC shall use its best efforts to timely mail the Proxy Statement to its stockholders. It shall be a condition to the mailing of the Proxy Statement that (i) Patriot shall have received "comfort" letters from Coopers & ▇▇▇▇▇▇▇ LLP, independent public accountants for Wyndham, of the kind contemplated by the Statement of Auditing Standards with respect to Letters to Underwriters promulgated by the American Institute of Certified Public Accountants (the "AICPA Statement"), dated as of the date on which the Form S-4 shall become effective (and Patriot shall also receive such a letter as of the Effective Time), each addressed to Patriot and BMOC, in form reasonably satisfactory to Patriot and BMOC, concerning the procedures undertaken by Coopers & ▇▇▇▇▇▇▇ LLP with respect to the financial statements and information of Wyndham and the Wyndham Subsidiaries contained in the Form S-4 and the other matters contemplated by the AICPA Statement and otherwise customary in scope and substance for letters delivered by independent public accountants in connection with transactions such as those contemplated by this Agreement will comply and (ii) Wyndham shall have received a "comfort" letter from Ernst & Young LLP, independent public accountants for Patriot and BMOC, of the kind contemplated by the AICPA Statement, dated as of the date on which the Form S-4 shall become effective (and Wyndham shall also receive such a letter as of the Effective Time), each addressed to Wyndham, in form reasonably satisfactory to Wyndham, concerning the procedures undertaken by Ernst & Young LLP with respect to the financial statements and information of Patriot and BMOC and their respective Subsidiaries contained in the Form S-4 and the other matters contemplated by the AICPA Statement and otherwise customary in scope and substance for letters delivered by independent public accountants in all material respects connection with the applicable requirements of the Securities Act and the Exchange Acttransactions such as those contemplated by this Agreement.

Proxy Statement; Registration Statement. (a) As promptly as practicable after following the execution and delivery of this Agreement and receipt the availability of the PCAOB FinancialsFinancial Statements and the Interim Financial Statements, (i) HCIC (Modern Media shall, in accordance with the assistance this Section 5.10, prepare and cooperation of the Company as reasonably requested by HCIC) shall file with the SEC SEC, in preliminary form, a joint information statement/proxy statement in connection with the Transactions and the Offer (as amended or supplemented, the “Proxy Statement”) and provide its stockholders with the opportunity for up to 20,700,000 shares of Modern Media Common Stock (the “Offering Shares”) to be redeemed in conjunction with a stockholder vote on the Transactions, such proxy to be sent to the stockholders of HCIC and Modern Media relating to the shareholders Modern Media Common Stockholders Meeting in definitive form, all in accordance with and as required by Modern Media’s Organizational Documents, any related agreements with Modern Media, Modern Media Sponsor and its Affiliates, applicable Law and any applicable rules and regulations of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting SEC and (B) as a proxy statement, with respect to HCIC’s stockholdersNASDAQ. Without limitation, in which HCIC the Proxy Statement, Modern Media shall (i) solicit proxies from HCIC’s stockholders holders of Modern Media Common Stock and Modern Media to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) Modern Media Common Stockholders Meeting in favor of (1A) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) approval of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable Transactions pursuant to HCIC and the Company that provides for grant of awards to employees and other service providers Section 251 of the Surviving Corporation and its Subsidiaries in the form of optionsDGCL, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5B) any approval of other proposals the parties Parties deem necessary or desirable to effectuate consummate the Merger and the other Transactions (collectively, the “HCIC Transaction Proposals”), and (ii) file with the SEC financial and other information about the Transactions in accordance with Regulation 14A of the Exchange Act. The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. As promptly as practicable following the execution and delivery of this Agreement, PubCo shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 (together with all amendments theretoas amended or supplemented, the “Registration Statement”) ), in which the Proxy Statement shall be included as a prospectusincluded, in connection with pursuant to which the registration under the Securities Act of PubCo Shares and PubCo Warrants (and the PubCo Shares issuable upon the exercise of such PubCo Warrants but in each case other than shares of Modern Media Common Stock held by Modern Media Sponsor) to be issued to the shareholders holders of Modern Media Common Stock, Modern Media Rights and warrantholders Modern Media Warrants, as applicable, pursuant to the Merger shall be registered for issuance under the Securities Act. In addition, PubCo shall use commercially reasonable efforts to register the issuance and resale of the PubCo Shares to be issued to the Company Shareholders and the Modern Media Sponsor on the Registration Statement and if not so registered, the PubCo agrees that, within forty-five (45) calendar days after the consummation of Closing it shall file with the SEC (at PubCo’s sole cost and expense) a registration statement registering such resale and PubCo shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. (b) As promptly as practicable after the Registration Statement shall have become effective, Modern Media shall mail the Proxy Statement to holders of Modern Media Common Stock of record, as of the record date to be established by the board of directors of Modern Media. Each of the Company and HCIC pursuant Modern Media shall furnish all information concerning such Party and its Affiliates to this Agreement. PubCothe other Party, HCIC and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Company each shall use their reasonable best efforts to (i) cause Registration Statement, and the Proxy Statement and Registration Statement when filed with shall include all information reasonably requested by such other Party to be included therein. Each of the Company and Modern Media shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to comply in the Proxy Statement or Registration Statement and shall provide the other with copies of all material respects with all legal requirements applicable theretocorrespondence between it and its Representatives, (ii) on the one hand, and the SEC, on the other hand. Each of the Company and Modern Media shall use its reasonable best efforts to respond as promptly as reasonably practicable to and resolve all any comments received from the SEC concerning with respect to the Proxy Statement. (c) Prior to filing with the SEC or mailing to Modern Media’s Stockholders, Modern Media and PubCo will make available to the Company drafts of the Proxy Statement, and the Registration Statement, both preliminary and final, and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider in good faith and all reasonable additions, deletions or changes suggested by the Company in connection therewith. Neither Modern Media nor PubCo shall file any such documents with the SEC (including response to any comments from the SEC with respect thereto) without prior notice the Company. Modern Media and PubCo will advise the Company promptly after receipt of notice thereof, of (i) the time when each of the Proxy Statement and the Registration Statement have been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement or the Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement or the Registration Statement, (iiiv) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of order by the suspension of the qualification of the PubCo Shares to be issued or issuable SEC with respect to the shareholders of the Company in connection with this Agreement for offering or sale in any jurisdictionRegistration Statement, or of (vi) any request by the SEC for amendment of the Proxy Statement or the Registration Statement or Statement, (vii) any comments thereon and responses thereto or requests by from the SEC for additional information. Each of the parties hereto shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect relating to the Proxy Statement or the Registration Statement and responses thereto, or (viii) requests by the SEC for additional information. Modern Media and PubCo shall promptly respond to any SEC comments on the Proxy Statement and the Registration Statement and each shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act, and the Registration Statement declared effective by the SEC under the Securities Act, as soon after filing as practicable; provided, that prior to responding to any comments or material requests from the SEC, Modern Media will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts (including the proposed final version of such document or response). (d) If at any time prior to the Modern Media Common Stockholders Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC represents so that the information supplied by HCIC for inclusion in the Registration Statement and the Proxy Statement does or the Registration Statement, as applicable, would not and shall not contain include any untrue statement misstatement of a material fact or fail 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 at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) Modern Media or PubCo, as applicable, shall promptly transmit to its stockholders an amendment or supplement to the time Proxy Statement or the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Timecontaining such information. If, at any time prior to the Merger Effective Time, the Company discovers any information, event or circumstance relating to the Company Group Companies or any Company Subsidiary, or of their respective officers Affiliates, officers, directors or directors, should be discovered by the Company which employees that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement so that the Proxy Statement or the Registration Statement, as applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Modern Media or PubCo, as applicable, of such information, event or circumstance. (e) Modern Media and PubCo shall make all 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. (f) The Company shall use its commercially reasonable efforts to promptly provide Modern Media and PubCo with all information concerning the Group Companies reasonably requested by Modern Media for inclusion in the Proxy Statement, the Registration Statement and any amendment or supplement to the Proxy Statement or the Registration Statement (if any). The Company shall promptly inform HCIC. All documents that cause the Company is responsible for filing with officers and employees of the SEC Group Companies to be reasonably available to Modern Media, PubCo and their counsel in connection with the Merger drafting of the Proxy Statement and the Registration Statement and responding in a timely manner to comments on the Proxy Statement and the Registration Statement from the SEC. The Company shall provide to Modern Media and PubCo the audited consolidated balance sheet and related audited statements of operations and cash flows of the Company and its Subsidiaries for the fiscal year ended December 31, 2018 no later than March 31, 2019. (g) Modern Media shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with ARTICLE VIII. Modern Media shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, NASDAQ or the other transactions respective staff thereof that is applicable to the Offer. Nothing in this Section 5.10(g) shall (i) impose any obligation on Modern Media to extend the Offer beyond the Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Modern Media to terminate this Agreement in accordance with ARTICLE VIII. (h) The Company will use its best efforts to cause its independent auditors to cooperate with the Parties in connection with the Transaction, including the preparation of the Proxy Statement and Registration Statement and will use its best efforts to obtain the consents of its independent auditors for use of their reports on the audited financial statements of the Company and to references to such independent auditors as experts in any Proxy Statement, Registration Statement or marketing material contemplated by this Agreement will comply the Transaction. (i) Modern Media and PubCo shall use its best efforts to (i) cause the PubCo Shares to be issued to the Company Shareholders as provided in ARTICLE II to form be approved for listing on NASDAQ upon issuance, and substance in (ii) make all material respects necessary and appropriate filings with NASDAQ and undertake all other steps reasonably required prior to the applicable requirements of the Securities Act and the Exchange ActClosing to effect such listing.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Audited Financials, (i) HCIC (with the assistance Kensington and cooperation of the Company as reasonably requested by HCIC) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC Kensington and to the shareholders stockholders of the Company as information statements relating to (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICKensington’s stockholders, in which HCIC shall solicit proxies from HCICthe meeting of Kensington’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Kensington Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares the New Kensington Common Stock as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) of the material differences between HCIC’s existing certificate of incorporation Kensington Certificate Amendment and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Kensington Proposals”), ) and (ii) PubCo Kensington shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of New Kensington Class A Common Stock (A) to be issued to the shareholders and warrantholders certain stockholders of the Company and HCIC pursuant to this AgreementAgreement or (B) held by the stockholders of Kensington immediately prior to the Effective Time. PubCo, HCIC The Company shall furnish all information concerning the Company as Kensington may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Kensington and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements Laws applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, Kensington shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Kensington Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Registration Statement becomes effectiveProxy Statement, (1) each of the Company and HCIC Kensington shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC Kensington and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Kensington or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Kensington and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Kensington Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and responses thereto. Each of Kensington and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC Kensington represents that the information supplied by HCIC Kensington for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICKensington, (iii) the time of the HCIC Kensington Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Kensington or Merger Sub, or their respective officers or directors, should be discovered by Kensington which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Kensington shall promptly inform the Company. All documents that Kensington is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement or any current report on Form 8-K shall not, at (i) the time the Registration Statement is declared effectiveeffective (in the case of the Registration Statement or the Proxy Statement) or at the time filed (in the case of a current report on Form 8-K), (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICKensington (in the case of the Registration Statement or the Proxy Statement), (iii) the time of the HCIC Kensington Stockholders’ Meeting (in the case of the Registration Statement or the Proxy Statement), and (iv) the Effective TimeTime (in the case of the Registration Statement or the Proxy Statement), contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryCompany, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICKensington. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (e) Following the final determination of the Exchange Ratio at the Anticipated Closing Date in accordance with Section 3.06 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Kensington and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date (the “Exchange Ratio Announcement”), which the parties shall cause to be publicly disclosed (and which Kensington shall file on Form 8-K) no later than four (4) Business Days prior to the Kensington Stockholders’ Meeting.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Required Financials, (i) HCIC (with the assistance SPAC and cooperation of the Company as reasonably requested by HCIC) shall prepare and SPAC shall file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, SPAC with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCICSPAC’s stockholders called for the purpose of voting on the following matters (the “HCIC SPAC Stockholders’ Meeting”) in favor of to be held to consider the (1A) the approval and adoption of this Agreement and the MergersTransactions as a business combination, (2B) the adoption and approval of the Merger, (C) the issuance of PubCo Shares as contemplated by this Agreement and shares of New SPAC Common Stock in connection with the Subscription AgreementsMerger, (3D) the amendment and restatement of the material differences between HCIC’s existing certificate SPAC Certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries Incorporation in the form of optionsthe SPAC Second Amended and Restated Certificate of Incorporation, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool (E) the election of awards of PubCo Shares not exceeding twelve percent (12%) members of the aggregate number SPAC Board in accordance with Section 2.05, (F) the adoption and approval of PubCo Shares outstanding at any other proposals as the Closing SEC (or staff member thereof) or NYSE may indicate are necessary in its comments to the Proxy Statement, the Registration Statement or correspondence related thereto, (G) the adoption and approval of any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the Transactions and (5H) the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any approval of other the foregoing (such proposals the parties deem necessary to effectuate the Merger and the other Transactions in (collectivelyA) through (H), together, the “HCIC SPAC Proposals”), and (ii) PubCo SPAC and HCIC the Company shall prepare, and SPAC shall file with the SEC SEC, a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares the shares of New SPAC Common Stock (A) that constitute the Aggregate Transaction Consideration and PubCo Warrants to be issued (B) held by the stockholders of SPAC immediately prior to the shareholders and warrantholders Effective Time. Without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), the SPAC Proposals shall be the only matters (other than procedural matters) that SPAC shall propose to be acted on by SPAC’s stockholders at the SPAC Stockholders’ Meeting, as adjourned or postponed. The Registration Statement will comply as to form and HCIC pursuant substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company shall furnish all information concerning the Company as SPAC may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement, including updates to this Agreementthe Required Financials as required prior to the effective date of the Registration Statement to address subsequent interim periods and to ensure compliance with PCAOB or AICPA requirements, as the case may be. PubCo, HCIC SPAC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or and the Registration Statement, (iiiii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing with the SEC and (iviii) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after Prior to the effective date of the Registration Statement becomes effectiveStatement, (1) SPAC shall take any and all action required under any applicable federal or state securities laws in connection with the issuance of shares of New SPAC Common Stock, in each case to be issued or issuable to the stockholders of the Company and HCIC in connection with this Agreement. SPAC shall mail cause the Proxy Statement to their respective be mailed to its stockholders and (2) HCIC shall call and hold of record, as of the HCIC Stockholders’ Meeting record date to be established by the SPAC Board in accordance with Section 7.02(a), as promptly as practicable thereafter. Each of HCIC and (but in no event later than five (5) Business Days except as otherwise required by applicable Law) following the Company shall promptly furnish all information concerning it as may reasonably be requested by earlier to occur of: (x) in the other party in connection with such actions and the preparation of event the Registration Statement and is not reviewed by the Proxy StatementSEC, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent expiration of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed)waiting period in Rule 14a-6(a) under the Exchange Act; or to (y) in the extent that use event the Registration Statement is reviewed by the SEC, receipt of such information is required to avoid violation oral or written notification of applicable Lawthe completion of the review by the SEC and promptly (and in no event later than the fifth (5th) Business Day following the date of this Agreement) commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC SPAC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC SPAC and the Company each will advise the other, promptly after they receive notice thereof, (i) of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, (ii) of the issuance of any stop order, (iii) of the suspension of the qualification of the PubCo Shares New SPAC Common Stock to be issued or issuable to the shareholders stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or (iv) of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or (v) written or oral comments thereon and responses thereto or requests by the SEC for additional information. Each of SPAC and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC SPAC represents that the information supplied by HCIC SPAC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICSPAC and the Company, (iii) the time of the HCIC SPAC Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to SPAC or Merger Sub, or their respective officers or directors, should be discovered by SPAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, SPAC shall promptly inform the Company. All documents that SPAC is responsible for filing with the SEC in connection with the Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICSPAC and the Company, (iii) the time of the HCIC SPAC Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICSPAC. All Any documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (e) If, at any time prior to the SPAC Stockholders’ Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, SPAC and the Company shall prepare and SPAC shall promptly file an amendment or supplement to the Registration Statement containing such information. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform SPAC of such information, event or circumstance. (f) If, in connection with the preparation and filing of the Registration Statement (including the Proxy Statement contained therein) or the SEC’s review thereof, the SEC requests or requires that a Tax opinion with respect to the U.S. federal income tax consequences of the Transactions be prepared and submitted, the parties shall deliver to counsel tasked with preparing such Tax opinion customary Tax representation letters satisfactory to such counsel, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsel in connection with the preparation and filing of such Tax opinion. Notwithstanding anything to the contrary in this Agreement, none of SPAC, the Company or their respective Tax advisors are obligated to provide any opinion that the Transactions qualify for the Merger Intended Tax Treatment, other than a customary opinion regarding the material accuracy of any disclosure regarding U.S. federal income tax considerations of the Transactions included in the Registration Statement (including the Proxy Statement contained therein) as may be required to satisfy applicable rules and regulations promulgated by the SEC, nor will a Tax opinion by any party’s advisors be a condition precedent to the Transactions.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement and receipt the delivery of each of the Alvarium PCAOB Financials, the TWMH PCAOB Financials and the TIG Entities PCAOB Financials, SPAC and the Companies shall prepare and (i) HCIC (with the assistance and cooperation of the Company as reasonably requested by HCIC) SPAC shall file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders SPAC Shareholders soliciting proxies in favor of the Company (A) as an information statement relating, SPAC Proposals from the SPAC Shareholders in connection with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special extraordinary general meeting of HCIC’s stockholders called for the purpose of voting on the following matters SPAC Shareholders (the “HCIC StockholdersSPAC Shareholders’ Meeting”) in favor of (1) the to be held to consider approval and adoption of (A) this Agreement and the MergersTransactions, (2B) the Domestication, (C) the SPAC Certificate of Incorporation and SPAC Bylaws, including certain governance provisions in the SPAC Certificate of Incorporation, (D) the issuance of PubCo Shares shares of SPAC Common Stock as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive planEquity Incentive Plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5F) any approval of other proposals the parties Parties deem necessary or appropriate to effectuate the Merger and the other Transactions (collectively, the “HCIC SPAC Proposals”), ) and (ii) PubCo and HCIC SPAC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of SPAC Common Stock to be issued to the shareholders pursuant to, and warrantholders of the Company and HCIC pursuant to in connection with, this Agreement. PubCo, HCIC The Companies shall furnish all information concerning the Companies as SPAC may reasonably request in connection with such actions and the Company preparation of the Proxy Statement and Registration Statement, including updates to the Alvarium PCAOB Financials, the TIG PCAOB Financials and the TWMH PCAOB Financials as required prior to the effective date of the Registration Statement to address subsequent interim periods. SPAC and the Companies each shall use their respective reasonable best efforts to (i1) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement or and the Registration Statement, (iii3) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing with the SEC, and (iv4) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, SPAC shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of the shares of SPAC Common Stock, in each case to be issued or issuable pursuant to, and in connection with, this Agreement. As promptly as practicable practicable, and in no event later than five (5) Business Days after the Registration Statement becomes effective, (1) each effective time of the Company and HCIC Registration Statement, SPAC shall mail use its commercially reasonable efforts to cause the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold be mailed to the HCIC Stockholders’ Meeting as promptly as practicable thereafterSPAC Shareholders. Each of HCIC SPAC and the Company Companies shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC SPAC or the Company Companies without the approval of the other party Parties (such approval not to be unreasonably withheld, conditioned or delayed), except as required by applicable Law. HCIC and SPAC or the Company Companies each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares shares of SPAC Common Stock to be issued or issuable to the shareholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC or its staff for additional information. Each SPAC and each of the parties hereto Companies shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC SPAC hereby represents and warrants to the Companies that the information supplied by HCIC SPAC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICSPAC Shareholders, (iii) the time of the HCIC StockholdersSPAC Shareholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Umbrella Merger Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Umbrella Merger Effective Time, any event or circumstance relating to the Cartesian Entities, or their respective officers or directors, should be discovered by SPAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, SPAC shall promptly inform the Companies. All documents that SPAC is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Each Company hereby severally represents and warrants to SPAC that the information supplied by such Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICSPAC Shareholders, (iii) the time of the HCIC StockholdersSPAC Shareholders’ Meeting Meeting, and (iv) the Umbrella Merger Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Umbrella Merger Effective Time, any event or circumstance relating to the such Company or any Company Subsidiary, or their respective officers officers, directors or directorsmanagers, should be discovered by the such Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the such Company shall promptly inform HCICSPAC. All documents that the each Company is responsible for filing with the SEC in connection with filing of the Merger or Registration Statement and the other transactions contemplated by this Agreement Proxy Statement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC the SPAC (with the assistance and cooperation of the Company as reasonably requested by HCICthe SPAC, including delivery of the PCAOB Financial Statements in accordance with Section 7.12) shall prepare and file with the SEC a joint information proxy statement/proxy statement prospectus (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC the SPAC and from which the Company may derive an information statement that it can send to the shareholders of the Company relating to (A) as an information statement relating, with respect to the Company’s stockholdersshareholders, to the action to be taken by certain shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting Shareholder Vote, and (B) as a proxy statement, with respect to HCICthe SPAC’s stockholders, in which HCIC shall solicit proxies from HCICthe meeting of the SPAC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC SPAC Stockholders’ Meeting”) in favor to be held to (I) provide the stockholders of the SPAC with the opportunity to redeem their shares of SPAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is two (2) Business Days prior to the date of the SPAC Stockholders’ Meeting (the “SPAC Stockholder Redemption”), (II) provide for the SPAC Exchange Offer and (III) consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares the SPAC Class A Common Stock and SPAC Series A Preferred Stock as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) of the material differences between HCIC’s existing certificate of incorporation equity incentive plan (the “SPAC Equity Incentive Plan”) substantially in the form attached hereto as Exhibit D, with any changes thereto as the Company and the SPAC may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either party), (4) an employee stock purchase plan (the “SPAC ESPP”) substantially in the form attached hereto as Exhibit E, with any changes thereto as the Company and the SPAC may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either party), (5) the Amended and Restated Memorandum SPAC Certificate of Incorporation and Articles Certificate of Association of PubCo as set forth on Exhibit EDesignation, (46) the approval and adoption election of an equity incentive plandirectors as contemplated by Section 7.14, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (57) any approval of other proposals the parties deem necessary or appropriate to effectuate the Merger and the other Transactions (collectively, the “HCIC SPAC Proposals”), and (ii) PubCo the SPAC shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants (I) the issuance of the shares of SPAC Class A Common Stock to be issued to the shareholders and warrantholders of the Company and HCIC pursuant to this AgreementAgreement and (II) the SPAC Exchange Offer. PubCo, HCIC The Company shall furnish all information concerning the Company as the SPAC may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. The SPAC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements Laws applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable reasonably practicable, and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as reasonably practicable after the Registration Statement becomes is declared effective, (1) each of the Company and HCIC the SPAC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC the SPAC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement Statement, will be made by HCIC the SPAC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned conditioned, or delayeddelayed by either party). HCIC The SPAC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares SPAC Class A Common Stock to be issued or issuable to the shareholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) delayed by either party), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment or supplement to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC The SPAC represents that the information supplied by HCIC the SPAC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICthe SPAC, (iii) the time of the HCIC SPAC Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the SPAC or Merger Sub, or their respective officers or directors, should be discovered by the SPAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the SPAC shall promptly inform the Company. All documents that the SPAC is responsible for filing with the SEC in connection with the Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement or any current report on Form 8-K shall not, at (i) the time the Registration Statement is declared effectiveeffective (in the case of the Registration Statement) or at the time filed (in the case of a current report on Form 8-K), (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICthe SPAC (in the case of the Proxy Statement), (iii) the time of the HCIC SPAC Stockholders’ Meeting (in the case of the Registration Statement or the Proxy Statement), and (iv) the Effective TimeTime (in the case of the Registration Statement), contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICthe SPAC. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (e) Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Proposals shall be the only matters (other than procedural matters) which the SPAC shall propose to be acted on by SPAC stockholders at the SPAC Stockholders’ Meeting.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and following receipt of the PCAOB FinancialsFinancials by Pubco (and, in any case, no later than the date that is the later of June 7, 2023 and the date that is five (5) Business Days following the receipt of the PCAOB Financials by Pubco), (i) HCIC (with the assistance Pubco and cooperation of the Company as reasonably requested by HCIC) Holdco shall prepare and file with the SEC a joint information statementprospectus/proxy statement (as amended or supplemented, the “Proxy Statement”) at the expense of Pubco, to be sent to the stockholders of HCIC Pubco and to the shareholders stockholders of the Company Holdco as information statements relating to (A) as an information statement relating, with respect to the CompanyHoldco’s stockholders, to the action actions to be taken by shareholders certain stockholders of the Company Holdco pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting Written Consents and (B) as a proxy statement, with respect to HCICPubco’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Pubco Stockholders’ Meeting”) in favor of Meeting to be held to consider (1) the adoption and approval and adoption of this Agreement and the Mergers, the Pubco Effective Time Certificate, the issuance of the Pubco Shares and Pubco Non-Voting Shares in the Mergers and, to the extent applicable, the change of control resulting from the Mergers (the “Transaction Proposal”), (2) adjournment of the issuance Pubco Stockholders’ Meeting, if necessary to permit further solicitation of PubCo Shares as contemplated by this Agreement proxies because there are not sufficient votes to approve and adopt any of the Subscription Agreements, foregoing proposal (the “Adjournment Proposal”) and (3) of the material differences between HCIC’s existing certificate of incorporation adoption and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of any other proposals the parties deem necessary to effectuate the Merger Transactions (each, an “Additional Proposal” and together with the Transaction Proposal and the other Transactions (collectivelyAdjournment Proposal, the “HCIC Pubco Proposals”), ) and (ii) PubCo Pubco shall, at its expense, prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo the Pubco Shares and PubCo Warrants to be issued to the shareholders and warrantholders stockholders of the Company and HCIC Holdco pursuant to this Agreement. PubCo, HCIC Holdco shall furnish all information concerning Holdco as Pubco may reasonably request in connection with such actions and the Company preparation of the Proxy Statement and Registration Statement. Pubco and Holdco each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements Laws applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, Pubco shall, at its expense, take all or any action required under any applicable federal or state securities laws in connection with the issuance of Pubco Shares and Pubco Non-Voting Shares, in each case to be issued or issuable to the stockholders of Holdco pursuant to this Agreement. As promptly as practicable after finalization of the Registration Statement becomes effectiveProxy Statement, (1) each of the Company Holdco and HCIC Pubco shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC Pubco and the Company Holdco shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Pubco or the Company Holdco without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Pubco and the Company Holdco each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Pubco Shares and Pubco Non-Voting Shares to be issued or issuable to the shareholders stockholders of the Company Holdco 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and responses thereto. Each of the parties hereto Pubco and Holdco shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC Pubco represents that the information supplied by HCIC Pubco for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICPubco, (iii) the time of the HCIC Pubco Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the First Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Effective Time, any event or circumstance relating to Pubco, Merger Sub I or Merger Sub II, or their respective officers or directors, should be discovered by Pubco which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Pubco shall promptly inform Holdco. All documents that Pubco is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Holdco represents that the information supplied by Holdco for inclusion in the Registration Statement and the Proxy Statement or any current report on Form 8-K shall not, at (i) the time the Registration Statement is declared effectiveeffective (in the case of the Registration Statement or the Proxy Statement) or at the time filed (in the case of a current report on Form 8-K), (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICPubco (in the case of the Registration Statement or the Proxy Statement), (iii) the time of the HCIC Pubco Stockholders’ Meeting (in the case of the Registration Statement or the Proxy Statement), and (iv) the First Effective TimeTime (in the case of the Registration Statement or the Proxy Statement), contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryHoldco, or their respective its officers or directors, should be discovered by the Company Holdco which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company Holdco shall promptly inform HCICPubco. All documents that the Company ▇▇▇▇▇▇ is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (ai) As promptly as reasonably practicable after following the execution and delivery of this Agreement Agreement, the Parties, in accordance with this Section 7.1(a), shall prepare, in preliminary form, and receipt of the PCAOB FinancialsNew PubCo shall file, (i) HCIC (with the assistance and cooperation of the Company as reasonably requested by HCIC) shall file a registration statement on Form F-4 or other applicable form with the SEC (such registration statement (including the Proxy Statement) as amended or supplemented, the “Registration Statement”), which will include (A) a joint information statement/proxy statement to be sent to the SPAC Shareholders in advance of the Special Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”) to be sent to for the stockholders purposes of HCIC and to the shareholders (I) providing SPAC Shareholders with notice of the Company opportunity to redeem SPAC Class A Ordinary Shares (A) as an information statement relatingthe “SPAC Shareholder Redemption”), with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (BII) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit soliciting proxies from HCIC’s stockholders holders of SPAC Class A Ordinary Shares to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) Special Meeting in favor of of: (1) the approval and adoption of this Agreement and approval of the Mergers, Transactions; (2) the issuance approval and authorization of PubCo Shares as contemplated the Plan of Merger and associated documents by this Agreement and way of special resolution pursuant to the Subscription Agreements, Companies Act; (3) the issuance of New PubCo Ordinary Shares in connection with the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, Transactions in accordance with this Agreement; (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable the New PubCo A&R Charter by way of special resolution pursuant to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and Companies Act; (5) any the approval of the New PubCo Equity Plan; (6) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto; (7) any other proposals the parties Parties deem necessary or appropriate to effectuate consummate the Merger Transactions; and (8) adjournment of the other Transactions Special Meeting if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (collectively, the “HCIC ProposalsSPAC Shareholder Matters”), and (iiB) PubCo and HCIC shall file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with prospectus for the registration under the Securities Act Act, to the extent permitted by applicable rules and regulations of the SEC, the New PubCo Ordinary Shares and PubCo Warrants to be issued in connection with the Transactions (including any New PubCo Ordinary Shares to be issued in connection with SPAC Warrants) (together, the shareholders and warrantholders “Registration Shares”). Without the prior written consent of the Company and HCIC pursuant Company, (each such consent not to this Agreementbe 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 the SPAC Shareholders at the Special Meeting. PubCo, HCIC and the Company The Parties each shall use their commercially reasonable best efforts to (iA) cause the Proxy Statement and Registration Statement Statement, when filed with the SEC to comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder in all material respects with all legal requirements applicable thereto, respects; (iiB) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, provided that prior to responding to any requests or comments from the SEC, New PubCo will make available to the Company and SPAC (iiiincluding their respective counsel) drafts of any such response and provide the Company and SPAC (including their respective counsel) with a reasonable opportunity to comment on such drafts and will consider any such comments in good faith; (C) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable practicable; and (ivD) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. In the event that a tax opinion or comfort letter is required by the SEC with respect to the Intended Tax Treatment of the Merger or the qualification of the Merger as a reorganization within the meaning of Section 368 of the Code in connection with the Proxy Statement or Registration Statement, notwithstanding anything to the contrary, neither this provision nor any other provision in this Agreement shall require counsel to the Company or its tax advisors to provide such an opinion. (ii) As promptly as reasonably practicable after following the date that the Registration Statement becomes effectiveis declared effective (the “Proxy Clearance Date”), (1) each of SPAC shall file the Company definitive Proxy Statement with the SEC and HCIC shall mail the cause such Proxy Statement to their respective stockholders and (2) HCIC shall call and hold be mailed to its shareholders of record, as of the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly furnish all information concerning it as may reasonably record date to be requested established by the other party SPAC Board in connection accordance with such actions and Section 7.1(b). (iii) Prior to each filing with the preparation SEC of the Registration Statement and any other documents to be filed with the Proxy StatementSEC that relate to the Transactions, providedboth preliminary and final, howeverand any amendment or supplement thereto, that neither HCIC nor New PubCo will make available to the Company and SPAC and their respective counsel a draft thereof and will provide the Company and SPAC (including their respective counsel) with a reasonable opportunity to comment on such draft and shall use consider such comments in good faith. New PubCo shall not file any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains documents with the SEC without the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company without the approval of the other party and SPAC (such approval consent not to be unreasonably withheld, conditioned or delayed). HCIC and the Company each New PubCo will advise the otherCompany and SPAC, promptly after they receive it receives notice thereof, of of: (A) the time when the Registration Statement has become effective or been filed; (B) the effectiveness of the Registration Statement; (C) the filing of any supplement or amendment thereto has been filed, of to the Registration Statement; (D) the issuance of any stop order, order by the SEC or of the suspension initiation or written threat of the qualification of the PubCo Shares to be issued or issuable to the shareholders of the Company in connection with this Agreement any proceeding for offering or sale in any jurisdiction, or of such purpose; (E) any request by the SEC for amendment of the Proxy Statement or Registration Statement; (F) any comments from the SEC relating to the Registration Statement or comments thereon and responses thereto or thereto; and (G) requests by the SEC for additional informationinformation relating to the Registration Statement. Each of the parties hereto Parties shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (civ) HCIC represents If, at any time prior to the Special Meeting, there shall be discovered any information that the information supplied by HCIC for inclusion should be set forth in an amendment or supplement to the Registration Statement and so that the Proxy Registration Statement does would not and shall not contain include any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were madeParties shall promptly prepare, not misleading at (i) the time and New PubCo shall promptly file an amendment or supplement to the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Timecontaining such information. If, at any time prior to the Effective TimeClosing, the Company discovers any information, event or circumstance relating to HCICany Group Company, First Merger Sub or Second Merger Subthe business of any Group Company, or their respective officers any Group Company’s Affiliates, officers, directors or directors, should be discovered by HCIC which employees that should be set forth in an amendment or a supplement to the Registration Proxy Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents so that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does would not and shall not contain include any untrue statement misstatement of a material fact or fail 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, at (i) then the time the Registration Statement is declared effectiveCompany shall promptly inform New PubCo and SPAC of such information, (ii) the time the Proxy Statement (event or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Timecircumstance. If, at any time prior to the Effective TimeClosing, SPAC discovers any information, event or circumstance relating to any SPAC Party, the Company business of any SPAC Party, or any Company SubsidiarySPAC Party’s Affiliates, officers, directors or their respective officers or directors, should be discovered by the Company which employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statementstatements therein, in light of the Company circumstances under which they were made, not misleading, then SPAC shall promptly inform HCIC. All documents that New PubCo and the Company is responsible of such information, event or circumstance. (v) New PubCo or SPAC, as applicable, shall make all necessary filings, as required for filing itself, with respect to the SEC Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws and any rules and regulations thereunder. (vi) Each of SPAC and New PubCo agrees to use commercially reasonable efforts to promptly furnish to the other Party and its Representatives all information within its possession concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders, as well as information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Merger Registration Statement, Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC or the other transactions contemplated by this Agreement will comply as Company to form and substance any regulatory authority (including Nasdaq) in all material respects connection with the applicable requirements of the Securities Act and the Exchange ActTransactions.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Audited Financials, (i) HCIC (with the assistance Live Oak and cooperation of the Company as reasonably requested by HCIC) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and Live Oak Stockholders relating to the shareholders meeting of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters Live Oak Stockholders (the “HCIC Live Oak Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares shares of Live Oak Class A Common Stock as contemplated by this Agreement (including the Earn-Out Shares) and the Subscription AgreementsPIPE, (3) of an employee stock purchase plan for Live Oak having the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth principal terms described on Exhibit ESchedule 6.15(a), (4) the approval and adoption of an equity incentive planNew Equity Incentive Plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) the following amendments to Live Oak’s Certificate of Incorporation: (A) increasing the authorized shares of Live Oak Class A Common Stock to 200,000,000 shares, (B) deleting the classified Live Oak Board structure, and (C) deleting the provisions of Section 5.4, Article VII, Article IX and Article X of the Live Oak Certificate of Incorporation and (6) any approval of other proposals the parties Parties deem necessary to effectuate the Merger and the other Transactions transactions contemplated hereby (collectively, the “HCIC Live Oak Proposals”), ) and (ii) PubCo Live Oak shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of Live Oak Class A Common Stock (A) to be issued to the shareholders and warrantholders of the Company and HCIC Shareholders pursuant to this AgreementAgreement (including the Earn-Out Shares) and (B) held by the Live Oak Stockholders immediately prior to the Effective Time. PubCo, HCIC The Company shall furnish all information concerning the Company as Live Oak may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Live Oak and the Company each shall use their commercially reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactionstransactions contemplated hereby. Prior to the effective date of the Registration Statement, Live Oak shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Live Oak Class A Common Stock, in each case to be issued or issuable to the Shareholders pursuant to this Agreement. As promptly as practicable after the Registration Statement becomes effective, (1) each finalization of the Company and HCIC Proxy Statement, Live Oak shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Live Oak Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC Live Oak and the Company shall promptly 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 Registration Statement and the Proxy Statement, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company Live Oak without the approval of the other party Company (such approval not to be unreasonably withheld, conditioned or delayed). HCIC and the Company each Live Oak will advise the otherCompany, promptly after they receive it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Live Oak Class A Common Stock to be issued or issuable to the shareholders of the Company Shareholders 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Live Oak and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC The Company will use commercially reasonable efforts to provide Live Oak as promptly as reasonably practicable with all such information concerning the operations and business of the Business and the Company and the Company’s management and operations and financial condition, in each case, required or reasonably requested by the Live Oak to be included in the Proxy Statement and the Registration Statement including required financial statements (including pro forma financial statements) of the Business prepared in accordance with SEC Guidance including the requirements of Regulation S-X and a related Consent from the Business’s independent public accountants. The Company shall use commercially reasonable efforts to make the directors, officers and employees of the Company available to Live Oak and its counsel (and other Representatives engaged in connection with the preparation of the Proxy Statement) in connection with the drafting of the Proxy Statement and the Registration Statement, as reasonably requested by Live Oak. (d) Live Oak represents that the information supplied by HCIC Live Oak for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICLive Oak Stockholders, (iii) the time of the HCIC Live Oak Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Live Oak or Merger Sub, or their respective officers or directors, should be discovered by Live Oak which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Live Oak shall promptly inform the Company. All documents that Live Oak is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICLive Oak Stockholders, (iii) the time of the HCIC Live Oak Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiaryof its Subsidiaries, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICLive Oak. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement Agreement, (i) Holdco, the Company and receipt SPAC shall jointly prepare and, after delivery of the PCAOB Financials, (i) HCIC (with the assistance and cooperation of the Company as reasonably requested by HCIC) Holdco shall file with the SEC a joint information the proxy statement/proxy statement prospectus (as amended or supplementedsupplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of HCIC and SPAC Stockholders relating to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters SPAC Stockholders (the “HCIC SPAC Stockholders’ Meeting”) for the purpose of soliciting proxies from SPAC Stockholders for the matters to be acted upon at the SPAC Stockholders’ Meeting and providing the public stockholders an opportunity in favor accordance with the SPAC Organizational Documents to have their shares of (1) SPAC Common Stock redeemed by tendering them not later than 5:00 p.m. Eastern Time on the approval and adoption of this Agreement and date that is two Business Days prior to the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) date of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, SPAC Stockholders’ Meeting (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC ProposalsRedemption”), ) in conjunction with the stockholder vote on the SPAC Proposals and (ii) PubCo Holdco, the Company and HCIC SPAC shall jointly prepare and, after delivery of the PCAOB Financials, Holdco shall file with the SEC a registration statement on Form F-4 or such other applicable form as the Company and SPAC may agree (together with all amendments theretoas amended or supplemented from time to time, the “Registration Statement”) ), in which the Proxy Statement shall Statement/Prospectus will be included as a prospectusincluded, in connection with the registration under the Securities Act of PubCo the Holdco Ordinary Shares and PubCo Holdco Warrants to be issued to in the shareholders and warrantholders of the Company and HCIC pursuant to this AgreementMerger. PubCo, HCIC and the Company each Each Party shall use their its reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement and the Proxy Statement/Prospectus to be comply with the applicable rules and regulations promulgated by the SEC, including providing any necessary opinions of counsel, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effectiveEach of Holdco, (1) each of the Company and HCIC SPAC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly furnish all information concerning it as may be reasonably be requested by the other party Parties in connection with any such actions action and the preparation preparation, filing and distribution of the Registration Statement and Statement, the Proxy Statement/Prospectus, a Report on Form 6-K pursuant to the Exchange Act in connection with the Transactions and any other statement, filing, notice or application made by or on behalf of Holdco or SPAC to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Transactions Filings”); provided, however, that neither HCIC nor the Company no Party shall use any such information for any purposes other than those contemplated by this Agreement unless: unless such Party obtains the prior written consent of the other other. SPAC also agrees to use its 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 Holdco shall furnish all information concerning the Company, Holdco, Merger Sub and the Company Subsidiaries as may be reasonably requested in connection with any such use (which action; provided that, without the prior written consent of the Company and Holdco, SPAC shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of any such information is required for any purposes other than to avoid violation of applicable Lawobtain necessary state securities law or “Blue Sky” permits and approvals. (b) As promptly as practicable after the Registration Statement shall have become effective, SPAC shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the SPAC Stockholders as of the record date for the SPAC Stockholders’ Meeting. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company without the approval of the other party (such approval not to be unreasonably withheldto, conditioned or delayed). HCIC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares to be issued or issuable to the shareholders of the Company 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 or the Registration Statement or comments the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by SPAC, the Company or Holdco without providing the other, to the extent not prohibited by applicable Law, with a reasonable opportunity to review and comment thereon and responses thereto each Party shall give reasonable and good faith consideration to any comments made by any other Party and their counsel. To the extent not prohibited by applicable Law, each of SPAC, the Company and Holdco will be given a reasonable opportunity to participate in the response to any SEC comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with SPAC, the Company or requests Holdco or their counsel in any discussions or meetings with the SEC. SPAC shall comply with all applicable rules and regulations promulgated by the SEC for additional information. Each SEC, any applicable rules and regulations of Nasdaq, SPAC Organizational Documents, and this Agreement in the preparation, filing and distribution of the parties hereto shall cooperate Proxy Statement/Prospectus, any solicitation of proxies thereunder, the calling and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments holding of the SEC with respect to SPAC Stockholders’ Meeting and the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response theretoRedemption. (c) HCIC represents that If at any time prior to the Merger Effective Time, any information supplied relating to SPAC, the Company or Holdco or any of their respective affiliates, directors or officers, should be discovered by HCIC for inclusion SPAC, the Company or Holdco which is required to be set forth in an amendment or supplement to either the Registration Statement and or the Proxy Statement does Statement/Prospectus, so that either such document would not and shall not contain include any untrue statement misstatement of a material fact or fail 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 are made, not misleading at misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the SPAC Stockholders. (id) Each of SPAC, the Company and Holdco will advise the other Parties promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto, any oral or written comments or requests in relation to the SPAC Stockholders’ Meeting or the Redemption, or requests by the SEC for additional information and each Party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staff, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement, the Exchange, the Merger, the SPAC Stockholders’ Meeting or the Redemption. SPAC, the Company and Holdco shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus, the Registration Statement, the SPAC Stockholders’ Meeting or the Redemption, as applicable, as promptly as reasonably practicable after receipt thereof. (e) Without limiting the generality of the foregoing, each of SPAC, the Company and Holdco shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement, and each of the Company and SPAC shall furnish Holdco with all information concerning it and its affiliates as the providing Party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Transactions Filings, including the Proxy Statement/Prospectus or the Registration Statement, as applicable. (f) SPAC, the Company and Holdco shall notify each other promptly of the time when the Registration Statement is declared has become effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) issuance of any stop order or suspension of the Effective Time. If, at any time prior to qualification of the Effective Time, any event Holdco Ordinary Shares or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC Holdco Warrants issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements staff of the Securities Act SEC and the Exchange Act. (d) The Company represents that the information supplied of any request by the Company SEC or the staff of the SEC for inclusion in the Registration Statement and amendments or supplements to the Proxy Statement does not and shall not contain any untrue statement of a material fact Statement/Prospectus or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCIC. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Actadditional information.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Audited Financials, (i) HCIC (with the assistance InterPrivate and cooperation of the Company as reasonably requested by HCIC) shall prepare and file with the SEC a joint information statementconsent solicitation/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC InterPrivate and to the shareholders stockholders of the Company relating to (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICInterPrivate’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCICInterPrivate’s stockholders called for the purpose of voting on the following matters (the “HCIC InterPrivate Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares InterPrivate Common Stock as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) the second amended and restated InterPrivate Certificate of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit EB, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing Stock Incentive Plan and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC InterPrivate Proposals”), ) and (ii) PubCo InterPrivate shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of InterPrivate Common Stock (A) to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this AgreementAgreement and (B) held by the stockholders of InterPrivate immediately prior to the Effective Time. PubCo, HCIC InterPrivate and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactionstransactions contemplated hereby. Prior to the effective date of the Registration Statement, InterPrivate shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of InterPrivate Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Registration Statement becomes effectiveProxy Statement, (1) each of the Company and HCIC InterPrivate shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC InterPrivate and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC InterPrivate or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC InterPrivate and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares InterPrivate Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of InterPrivate and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC InterPrivate represents that the information supplied by HCIC InterPrivate for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICInterPrivate and the Company, (iii) the time of the HCIC InterPrivate Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to InterPrivate or Merger Sub, or their respective officers or directors, should be discovered by InterPrivate which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, InterPrivate shall promptly inform the Company. All documents that InterPrivate is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICInterPrivate and the Company, (iii) the time of the HCIC InterPrivate Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryCompany, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICInterPrivate. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly soon as reasonably practicable after following the execution date of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC Parent (with the assistance and cooperation of the Company as reasonably requested by HCICParent) shall prepare and Pubco shall file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholdersParent, in which HCIC Parent shall solicit proxies from HCICParent’s stockholders to vote at the special meeting of HCICParent’s stockholders called for the purpose of voting on the following matters (the “HCIC Parent Stockholders’ Meeting”) in favor of (1A) the adoption of this Agreement and approval of the Mergers, (B) the issuance of Pubco Ordinary Shares as contemplated by this Agreement, (C) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Pubco Memorandum and Articles of Association of PubCo as set forth on Exhibit EArticles, (4D) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC Parent and the Company that provides for grant of awards to employees and other service providers of the Company Surviving Corporation Subsidiary and its Subsidiaries in the form of options, restricted sharesstock, restricted share stock units or other equity-based awards based on PubCo Pubco Ordinary Shares with a total pool of awards of PubCo Pubco Ordinary Shares not exceeding twelve percent (12%) exceeding, together with the number of shares of Parent Common Stock that would be issuable immediately after the Company Merger Effective Time and the Parent Merger Effective Time upon the vesting of all Converted RSUs or Converted Options, 10% of the aggregate number of PubCo Pubco Ordinary Shares outstanding at as of immediately following the Closing (the “Pubco LTIP”), which Pubco LTIP shall have an annual “evergreen” increase of not more than 3% of Pubco Ordinary Shares outstanding as of the day prior to such increase, and (5E) any approval of other proposals the parties deem necessary to effectuate the Merger Mergers and the other Transactions (collectively, the “HCIC Parent Proposals”), and (ii) PubCo Parent shall prepare and HCIC Pubco shall file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in ), which Registration Statement shall include the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Pubco Ordinary Shares and PubCo the Pubco Assumed Parent Warrants to be issued to the shareholders and warrantholders Participating Securityholders and/or holders of the Company and HCIC Parent securities, as applicable, pursuant to this Agreement. PubCo, HCIC . (b) Pubco and the Company each Parent shall use their reasonable best efforts to (iw) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (iix) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iiiy) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (ivz) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC Parent shall mail (or cause to be mailed) the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterits stockholders. Each of HCIC Parent, Pubco and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (bc) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Pubco or the Company Parent without the approval of the other party Company (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Parent and Pubco, on the one hand, and the Company Company, on the other hand, each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Parent Common Stock or the Pubco Assumed Parent Warrants to be issued or issuable to the shareholders Participating Securityholders and/or holders of the Company Parent securities, as applicable, 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Pubco, Parent and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) ), any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (cd) HCIC Each of Parent and Pubco represents that the information supplied by HCIC it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICParent, (iii) the time of the HCIC Parent Stockholders’ Meeting and Meeting, (iv) the Company Merger Effective Time, and (v) the Parent Merger Effective Time. If, at any time prior to the Company Merger Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Subany of the Parent Parties, or their respective officers or directors, should be discovered by HCIC Parent or Pubco which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC Parent shall promptly inform the Company. All documents that HCIC each of Parent and Pubco is responsible for filing with the SEC in connection with the Merger Mergers or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (de) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICParent, (iii) the time of the HCIC Parent Stockholders’ Meeting Meeting, (iv) the Parent Merger Effective Time, and (iv) the Company Merger Effective Time. If, at any time prior to the Company Merger Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCIC. All documents that Parent. (f) As promptly as practicable after the initial filing of the Registration Statement, the Company is responsible for filing (with the SEC in connection with assistance and cooperation of Parent as reasonably requested by the Merger or Company) shall prepare an information statement relating to the other transactions contemplated action to be taken by this Agreement will comply as to form and substance in all material respects with the applicable requirements stockholders of the Securities Act Company pursuant to the Written Consent. As promptly as practicable after the date on which the Registration Statement becomes effective, the Company shall deliver the Consent Solicitation Statement and the Exchange Actprospectus contained in the Registration Statement to its stockholders.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Audited Financials, (i) HCIC (with the assistance PC3 and cooperation of the Company as reasonably requested by HCIC) shall use their respective commercially reasonable efforts to jointly prepare and PC3 shall file with the SEC a joint information statement/registration statement on Form S-4 with respect to the NewPubco Common Stock and NewPubco Warrants to be offered and issued in connection with the Merger (together with all amendments thereto, the “Registration Statement”), which shall include a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, PC3 Shareholders with respect to the Company’s stockholders, to the action to be taken by shareholders extraordinary general meeting of the Company pursuant to the Transaction Consent or by vote at a Company PC3 Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC StockholdersPC3 Shareholders’ Meeting”) in favor of (1) to be held to consider the approval and adoption of (1) this Agreement Agreement, the Merger and the Mergersother Transactions, (2) the Share Exchange, (3) the issuance of PubCo Shares NewPubco Common Stock as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit EAgreement, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing Equity Incentive Plan and (5) any approval of other proposals the parties deem necessary or desirable to effectuate the Merger and the other Transactions (collectively, the “HCIC PC3 Proposals”), . The Company shall use commercially reasonable efforts to furnish all information concerning the Company as PC3 may reasonably request in connection with such actions and (ii) PubCo and HCIC shall file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in which preparation of the Proxy Statement shall be included as a prospectusand Registration Statement, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants to be issued including updates to the shareholders and warrantholders Required Financials as required prior to the effective date of the Company Registration Statement to address subsequent interim periods and HCIC pursuant to this Agreementensure compliance with PCAOB. PubCo, HCIC PC3 and the Company each shall use their commercially reasonable best efforts to (i) cause the Proxy Statement and the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to to, and resolve all comments received from the SEC concerning the Proxy Statement or and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing with the SEC and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, PC3 shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of NewPubco Common Stock, in each case to be issued in connection with this Agreement. As promptly as practicable after finalization of the Proxy Statement and effectiveness of the Registration Statement becomes effectiveStatement, (1) each of the Company and HCIC shall mail the Proxy Statement to their respective the Company’s stockholders and (2) HCIC PC3 shall call and hold mail the HCIC Stockholders’ Meeting as promptly as practicable thereafterProxy Statement to the PC3 Shareholders. Each of HCIC PC3 and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC PC3 or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC PC3 and the Company each will advise the other, promptly after within forty-eight (48) hours following the date they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo PC3 Class A Ordinary Shares to be issued or issuable to the shareholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of PC3 and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC PC3 represents that the information supplied by HCIC PC3 for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICPC3 Shareholders, (iii) the time of the HCIC StockholdersPC3 Shareholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Merger Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Merger Effective Time, any event or circumstance relating to PC3, NewPubco or Merger Sub, or their respective officers or directors, should be discovered by PC3 which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, PC3 shall, within twenty-four (24) hours following the date of occurrence of such event or the date on which PC3 had knowledge of such event, inform the Company. All documents that PC3 is responsible for filing with the SEC in connection with the Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICPC3 Shareholders, (iii) the time of the HCIC StockholdersPC3 Shareholders’ Meeting Meeting, and (iv) the Merger Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Merger Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryCompany, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly shall, within twenty-four (24) hours following the date of occurrence of such event or the date on which Company had knowledge of such event, inform HCICPC3. All documents that the Company is responsible for filing with the SEC in connection with the Merger Share Exchange or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (e) If, in connection with the preparation and filing of the Registration Statement (including the Proxy Statement contained therein) or the SEC’s review thereof, the SEC requests or requires that a Tax opinion with respect to the U.S. federal income tax consequences of the Transactions be prepared and submitted, the parties shall deliver to counsel customary Tax representation letters satisfactory to such counsel, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsel in connection with the preparation and filing of such Tax opinion. Notwithstanding anything to the contrary in this Agreement, none of PC3, the Company or their respective Tax advisors are obligated to provide any opinion that the Transactions contemplated by this Agreement qualify for the Intended Tax Treatment, other than a customary opinion regarding the material accuracy of any disclosure regarding U.S. federal income tax considerations of the Transactions included in the Registration Statement (including the Proxy Statement contained therein) as may be required to satisfy applicable rules and regulations promulgated by the SEC, nor will a Tax opinion by any party’s advisors be a condition precedent to the Transactions.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB FinancialsFinancial Statements, (i) HCIC Goldenstone (with the assistance and cooperation of the Company as reasonably requested by HCICGoldenstone, including delivery of the PCAOB Financial Statements in accordance with Section 7.14) shall prepare and file with the SEC a joint information proxy statement/proxy statement prospectus (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC Goldenstone and from which the Company may derive an information statement that it can send to the shareholders stockholders of the Company relating to (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICGoldenstone’s stockholders, in which HCIC shall solicit proxies from HCICthe meeting of Goldenstone’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Goldenstone Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance second amended and restated Goldenstone Certificate of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit E, (3) the Equity Plan (as defined below), (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers classes of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) members of the aggregate number Goldenstone Board as of PubCo Shares outstanding at immediately following the Closing and Effective Time, (5) the election of the Initial Post-Closing Goldenstone Directors to serve as the members of the Goldenstone Board as of immediately following the Effective Time and until their respective successors are duly elected or appointed and qualified, and (6) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Goldenstone Proposals”), ) and (ii) PubCo Goldenstone shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectusincluded, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of Goldenstone Common Stock to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC The Company shall furnish all information concerning the Company as Goldenstone may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Goldenstone and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable practicable, and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, Goldenstone shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Goldenstone Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after the Registration Statement becomes is declared effective, (1) each of the Company and HCIC Goldenstone shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC Goldenstone and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement Statement, will be made by HCIC or the Company Goldenstone without the approval of the other party Company (such approval not to be unreasonably withheld, conditioned conditioned, or delayed). HCIC Goldenstone and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Goldenstone Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Goldenstone and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC Goldenstone represents that the information supplied by HCIC Goldenstone for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICGoldenstone, (iii) the time of the HCIC Goldenstone Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Goldenstone or Merger Sub, or their respective officers or directors, should be discovered by Goldenstone which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Goldenstone shall promptly inform the Company. All documents that Goldenstone is responsible for filing with the SEC in connection with the Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICGoldenstone, (iii) the time of the HCIC Goldenstone Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICGoldenstone. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (e) Without the prior written consent of the Company, the Goldenstone Proposals shall be the only matters (other than procedural matters) which Goldenstone shall propose to be acted on by Goldenstone stockholders at the Goldenstone Stockholders’ Meeting.

Proxy Statement; Registration Statement. (ai) As promptly as reasonably practicable after following the execution and delivery of this Agreement Agreement, New PubCo shall, and receipt of the PCAOB FinancialsCompany shall cause New PubCo to, (i) HCIC (in accordance with this Section 7.1(a), prepare, in preliminary form, and file, and Company shall assist and cooperate with the assistance preparation and cooperation of the Company as reasonably requested by HCIC) shall file filing of, a registration statement on Form F-4 or other applicable form with the SEC (such registration statement (including the Proxy Statement (as defined below)) as amended or supplemented, the “Registration Statement”), and SPAC shall assist and cooperate with the preparation of a joint information statement/proxy statement to be sent to the SPAC Shareholders in advance of the Special Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”) to be sent to for the stockholders purposes of HCIC and to (I) registering under the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholdersSecurities Act, to the action extent permitted by applicable rules and regulations of the SEC, the New PubCo Ordinary Shares to be taken by shareholders issued in connection with the Transactions (including any New PubCo Ordinary Shares to be issued upon exercise of the Company pursuant SPAC Warrants assumed by New PubCo and the Earn-Out Shares) (together, the “Registration Shares”), (II) providing SPAC Shareholders with notice of the opportunity to redeem SPAC Class A Ordinary Shares (the Transaction Consent or by vote at a Company Shareholders Meeting “SPAC Shareholder Redemption”) in accordance with the terms of the SPAC Governing Documents, and (BIII) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit soliciting proxies from HCIC’s stockholders holders of SPAC Class A Ordinary Shares to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) Special Meeting in favor of of: (1) the adoption of this Agreement and approval of the Transactions; (2) the approval and authorization of the First Plan of Merger and the Second Plan of Merger by way of special resolution pursuant to the Companies Act; (3) the approval and adoption of this Agreement and the Mergers, New PubCo Equity Plan; (24) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) adoption of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated New PubCo A&R Memorandum and Articles of Association by way of PubCo as set forth on Exhibit E, (4) special resolution pursuant to the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC Companies Act and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and SPAC Governing Documents; (5) any approval of other proposals the parties Parties mutually deem necessary or appropriate to effectuate consummate the Merger Transactions; and (6) adjournment of the other Transactions Special Meeting if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (collectively, the “HCIC ProposalsSPAC Shareholder Matters”). Without the prior written consent of the Company (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 the SPAC Shareholders at the Special Meeting. The Registration Statement will comply as to form and (ii) PubCo and HCIC shall file substance with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under applicable requirements of the Securities Act of PubCo Shares and PubCo Warrants to be issued to the shareholders and warrantholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC and the Company each shall use their reasonable best efforts to (i) cause Exchange Act and the Proxy Statement rules and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to regulations thereunder and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement will remain effective as long as is necessary to consummate the Transactions. As promptly as practicable after . (ii) SPAC shall file the Registration definitive Proxy Statement becomes effective, (1) each of with the Company SEC and HCIC shall mail the cause such Proxy Statement to their respective stockholders and (2) HCIC shall call and hold be mailed to its shareholders of record, as of the HCIC Stockholders’ Meeting record date to be established by the board of directors of SPAC in accordance with Section 7.1(b), as promptly as practicable thereafter. Each following the effectiveness of HCIC and the Company shall promptly furnish all information concerning it as may reasonably be requested by Registration Statement (such date, the other party in connection “Proxy Clearance Date”). (iii) Prior to each filing with such actions and the preparation SEC of the Registration Statement and any other documents to be filed with the Proxy StatementSEC that relate to the Transactions, providedboth preliminary and final, howeverand any amendment or supplement thereto, that neither HCIC nor New PubCo will make available to the Company and SPAC and their respective counsel a draft thereof and will provide the Company and SPAC (including their respective counsel) with a reasonable opportunity to comment on such draft and shall use consider such comments in good faith. New PubCo shall not file any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains documents with the SEC without the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company without the approval of the other party and SPAC (such approval consent not to be unreasonably withheld, conditioned or delayed). HCIC and the Company each New PubCo will advise the otherCompany and SPAC, promptly after they receive it receives notice thereof, of of: (A) the time when the Registration Statement has become effective or been filed; (B) the effectiveness of the Registration Statement; (C) the filing of any supplement or amendment thereto has been filed, of to the Registration Statement; (D) the issuance of any stop order, order by the SEC or of the suspension initiation or written threat of the qualification of the PubCo Shares to be issued or issuable to the shareholders of the Company in connection with this Agreement any proceeding for offering or sale in any jurisdiction, or of such purpose; (E) any request by the SEC for amendment of the Proxy Statement or Registration Statement; (F) any comments from the SEC relating to the Registration Statement or comments thereon and responses thereto or thereto; and (G) requests by the SEC for additional information. Each of the parties hereto shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect information relating to the Proxy Statement or Registration Statement. New PubCo shall respond to any SEC comments on the Registration Statement as promptly as practicable and any amendment shall use commercially reasonable efforts to the Proxy Statement or have the Registration Statement filed cleared by the SEC under the Securities Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, New PubCo will make available to the Company and SPAC (including their respective counsel) drafts of any such response and provide the Company and SPAC (including their respective counsel) with a reasonable opportunity to comment on such drafts and will consider any such comments in response theretogood faith. (civ) HCIC represents If, at any time prior to the Special Meeting, there shall be discovered any information that the information supplied by HCIC for inclusion should be set forth in an amendment or supplement to the Registration Statement and so that the Proxy Registration Statement does would not and shall not contain include any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading at (i) the time New PubCo shall promptly file an amendment or supplement to the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Timecontaining such information. If, at any time prior to the Effective TimeClosing, the Company discovers any information, event or circumstance relating to HCICthe Company, First Merger Sub its business or Second Merger Subany of its Affiliates, officers, directors or their respective officers or directors, should be discovered by HCIC which employees that should be set forth in an amendment or a supplement to the Registration Proxy Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents so that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does would not and shall not contain include any untrue statement misstatement of a material fact or fail 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, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, then the Company shall promptly inform HCIC. All documents that New PubCo and SPAC of such information, event or circumstance. (v) New PubCo or SPAC, as applicable, shall make all necessary filings, as required for itself, with respect to the Company is responsible for filing with Transactions under the SEC Securities Act, the Exchange Act and applicable “blue sky” laws and any rules and regulations thereunder. (vi) Each of SPAC and New PubCo agrees to use commercially reasonable efforts to promptly furnish to the other Party and its Representatives all information within its possession concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders, as well as information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Merger Registration Statement, Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC or the other transactions contemplated by this Agreement will comply as Company to form and substance any regulatory authority (including NASDAQ) in all material respects connection with the applicable requirements of the Securities Act and the Exchange ActTransactions.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC Parent (with the assistance and cooperation of the Company as reasonably requested by HCICParent) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC Pre-Closing Parent Holders and to the shareholders stockholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Stockholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholdersthe Pre-Closing Parent Holders, in which HCIC Parent shall solicit proxies from HCIC’s stockholders Pre-Closing Parent Holders to vote at the special extraordinary general meeting of HCIC’s stockholders all holders of Parent Ordinary Shares called for the purpose of voting on the following matters (the “HCIC StockholdersParent Holders’ Meeting”) in favor of (1) the approval and adoption of this Agreement and the Transactions, including the Mergers, (2) the Domestication, (3) in connection with the Domestication, the amendment of the Parent Governing Document and approval of the Newco Certificate of Incorporation and Newco Bylaws, (4) the issuance of PubCo Shares Newco Common Stock as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (45) the approval and adoption of an equity incentive plan, substantially in the form and substance reasonably acceptable to HCIC and the Company attached as Exhibit D hereto, that provides for the grant of awards to employees and other service providers of the Final Surviving Corporation Company and its Subsidiaries subsidiaries in the form of options, restricted shares, restricted share units or and/or other equity-based awards based on PubCo Shares Newco Class A Common Stock with a total pool of awards of PubCo Shares Newco Class A Common Stock not exceeding twelve the New Incentive Plan Size (the “New Incentive Plan”), (6) the approval and adoption of an employee stock purchase plan, substantially in the form attached as Exhibit E hereto, that provides for the purchase of up to a number of shares of Newco Class A Common Stock, to be determined by the Company Board prior to the Closing, by employees of the Final Surviving Company and its subsidiaries and an annual “evergreen” increase, to be determined by the Company Board prior to the Closing, of no less than a one percent (121%) of the aggregate number shares of PubCo Shares Newco Common Stock outstanding at as of the Closing day prior to such increase (the “New Stock Purchase Plan”), (7) the election of the directors constituting the Newco Board, (8) the adjournment of the Parent Holders’ Meeting to a later date or dates if it is determined by Parent and the Company that additional time is necessary to consummate the Transactions for any reason, (9) 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, the Registration Statement or correspondence related thereto, and (510) any the adoption and approval of any other proposals as reasonably agreed by Parent and the parties deem Company to be necessary to effectuate or appropriate in connection with the Merger Mergers and the other Transactions (collectively, the “HCIC Parent Proposals”), and (ii) PubCo Parent shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of Newco Common Stock to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this Agreement, including, for the avoidance of doubt, any shares of Newco Class B Common Stock to be issued pursuant to Section 3.06 of this Agreement. PubCo, HCIC Parent and the Company each shall use their reasonable best efforts to (iw) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (iix) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iiiy) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (ivz) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC Parent shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC Parent and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Parent or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC and the Company each Parent will advise the otherCompany, promptly after they receive it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Parent Ordinary Shares or the Newco Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Parent and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC represents Parent shall ensure that the information supplied by HCIC Parent for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICPre-Closing Parent Holders, (iii) the time of the HCIC StockholdersParent Holders’ Meeting Meeting, and (iv) the Initial Effective Time. If, at any time prior to the Initial Effective Time, any event or circumstance relating to HCIC, First Merger Sub Parent or Second either Merger Sub, or their respective officers or directors, should be discovered by HCIC Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC Parent shall promptly inform the Company. All documents that HCIC Parent is responsible for filing with the SEC in connection with the Merger Mergers or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents shall ensure that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICPre-Closing Parent Holders, (iii) the time of the HCIC StockholdersParent Holders’ Meeting Meeting, and (iv) the Initial Effective Time. If, at any time prior to the Initial Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryCompany, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICParent. All documents that the Company is responsible for filing with the SEC in connection with the Merger Mergers or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Required Financials, (i) HCIC (with the assistance BAC and cooperation of the Company as reasonably requested by HCIC) shall prepare and BAC shall file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and BAC and, as an information statement, to the shareholders stockholders of the Company relating to (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting Written Consent, and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCICBAC’s stockholders called for the purpose of voting on the following matters (the “HCIC BAC Stockholders’ Meeting”) in favor of (1) to be held to consider the approval and adoption of (i) this Agreement and the MergersTransactions as a business combination, (2ii) the issuance adoption and approval of PubCo Shares the Merger, (iii) the adoption and approval of any other proposals as contemplated the SEC (or staff member thereof), NYSE or NYSE American may indicate are necessary in its comments to the Proxy Statement, the Registration Statement or correspondence related thereto, (iv) any other proposals as reasonably agreed by BAC and the Company to be necessary or appropriate in connection with the Transactions, and (v) the adjournment of the BAC Stockholders 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 (i) through (v), together, the “BAC Proposals”). Except as otherwise mutually agreed between BAC and the Company, the BAC Proposals shall be the only matters which BAC shall propose to be acted on by the BAC stockholders at the BAC Stockholders’ Meeting. (b) As promptly as practicable after the execution of this Agreement and the Subscription Agreements, (3) receipt of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit ERequired Financials, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC BAC and the Company that provides for grant of awards to employees shall prepare and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Proposals”), and (ii) PubCo and HCIC BAC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of New BAC Common Stock (i) to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this AgreementAgreement and (ii) held by the stockholders of BAC immediately prior to the Effective Time. PubCoThe Company shall furnish all information concerning the Company as BAC may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement, HCIC including updates to the Required Financials as required prior to the effective date of the Registration Statement to address subsequent interim periods and to ensure compliance with PCAOB requirements, as the case may be. BAC and the Company each shall use their reasonable best efforts to (iA) cause the Proxy Statement and the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (iiB) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or and the Registration Statement, (iiiC) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing with the SEC and (ivD) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, BAC shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of New BAC Common Stock, in each case to be issued or issuable to the stockholders of the Company in connection with this Agreement. As promptly as practicable after finalization of the Registration Statement becomes effectiveProxy Statement, (1) each of the Company and HCIC BAC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC BAC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (bc) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC BAC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC BAC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares New BAC Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of BAC and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (cd) HCIC BAC represents that the information supplied by HCIC BAC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICBAC and the Company, (iii) the time of the HCIC BAC Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to BAC or Merger Sub, or their respective officers or directors, should be discovered by BAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, BAC shall promptly inform the Company. All documents that ▇▇▇ is responsible for filing with the SEC in connection with the Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICBAC and the Company, (iii) the time of the HCIC BAC Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICBAC. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (f) If, in connection with the preparation and filing of the Registration Statement (including the Proxy Statement contained therein) or the SEC’s review thereof, the SEC requests or requires that a Tax opinion with respect to the U.S. federal income tax consequences of the Transactions be prepared and submitted, the parties shall deliver to counsel customary Tax representation letters satisfactory to such counsel, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsel in connection with the preparation and filing of such Tax opinion. Notwithstanding anything to the contrary in this Agreement, none of BAC, the Company or their respective Tax advisors are obligated to provide any opinion that the Transactions contemplated by this Agreement qualify for the Intended Tax Treatment, other than a customary opinion regarding the material accuracy of any disclosure regarding U.S. federal income tax considerations of the Transactions included in the Registration Statement (including the Proxy Statement contained therein) as may be required to satisfy applicable rules and regulations promulgated by the SEC, nor will a Tax opinion by any party’s advisors be a condition precedent to the Transactions.

Proxy Statement; Registration Statement. (a) As promptly soon as reasonably practicable after following the execution date of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC (with the assistance Parent and cooperation of the Company as reasonably requested by HCIC) shall use commercially reasonable efforts to jointly prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC Parent and to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC (I) Parent shall solicit proxies from HCICParent’s stockholders to vote at the special meeting of HCICParent’s stockholders called for the purpose of voting on the following matters (the “HCIC Parent Stockholders’ Meeting”) in favor of (1A) the approval and adoption of this Agreement and the MergersAncillary Agreements and the transactions contemplated hereby or thereby, including the Merger, (2B) the issuance of PubCo Shares as contemplated by this Agreement approval and the Subscription Agreements, (3) adoption of the material differences between HCIC’s existing certificate restated Parent Certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation to read as set forth on Exhibit ED, (4C) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC Parent and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted sharesstock, restricted share stock units or other equity-based awards based on PubCo Shares Parent Common Stock with a total pool of awards of PubCo Shares Parent Common Stock not exceeding twelve percent exceeding, together with the number of shares of Parent Common Stock that would be issuable immediately after the Effective Time upon the vesting of all Converted Options, the greater of (12%x) 10% of the aggregate number sum of PubCo Shares (1) shares of Parent Common Stock outstanding at the Closing and (52) the number of shares of Parent Preferred Stock outstanding at the Closing or (y) 980,000 (the “Parent Equity Incentive Plan”), (D) the approval and adoption of an amendment to the Parent Certificate of Incorporation to effectuate the Parent Common Conversion, in form and substance reasonably acceptable to Parent and the Company and (F) any approval of other proposals the parties deem Company and Parent shall hereafter mutually determine to be necessary or appropriate in order to effectuate effect the Merger and the other Transactions transactions contemplated by this Agreement (collectively, the “HCIC Parent Proposals”) and (II) the Company shall solicit proxies from the Company’s stockholders to vote at the special meeting of the Company’s stockholders called for the purpose of voting on the following matters (the “Company Stockholders’ Meeting”) in favor of (A) the adoption and approval of this Agreement and the Ancillary Agreements and the transactions contemplated hereby or thereby, including the Merger, by the holders of the Capital Stock in accordance with the Company Organizational Documents, the Laws of the state of Nevada and the rules and regulations of the SEC and Nasdaq, (B) such other matters as the Company and Parent shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) through (B), collectively, the “Company Stockholder Approval Matters”), and (C) the adjournment of the Company Stockholders’ Meeting, if necessary or desirable in the reasonable determination of the Company, and (ii) PubCo Parent and HCIC the Company shall use commercially reasonable efforts to jointly prepare and file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in ), which Registration Statement shall include the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of Parent Common Stock to be issued to the shareholders stockholders and warrantholders optionholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC Parent and the Company each shall use their commercially reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1i) each of the Company and HCIC Parent shall mail distribute the Proxy Statement to their respective stockholders and (2) HCIC its stockholders, and, pursuant thereto, shall call and hold the HCIC Parent Stockholders’ Meeting as promptly as practicable thereafterin accordance with Delaware Law and (ii) the Company shall distribute the Proxy Statement to the Company’s stockholders, and, pursuant thereto, shall call the Company Stockholders’ Meeting in accordance with Nevada Law. Each of HCIC Parent and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Parent or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed); provided, however, that subject to prior compliance with this clause (b), Parent will be permitted to make such filing or response in the absence of such approval if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. HCIC Parent and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Parent Common Stock to be issued or issuable to the shareholders stockholders and optionholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Parent and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto; provided, however, that subject to prior compliance with this clause (b), Parent will be permitted to make such filing or response in the absence of such approval if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. (c) HCIC Parent represents that the information supplied by HCIC Parent for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, Parent and (iii) the time of the HCIC Parent Stockholders’ Meeting and (iv) the Effective TimeMeeting. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub Parent or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC Parent shall promptly inform the Company. Parent shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. All documents that HCIC P▇▇▇▇▇ is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, Parent and (iii) the time of the HCIC Parent Stockholders’ Meeting and (iv) the Effective TimeMeeting. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryCompany, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICParent. The Company shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB FinancialsAudited Financials and the Unaudited Interim Financial Statements, (i) HCIC HCAC (with the assistance and cooperation of the Company as reasonably requested by HCICHCAC) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC HCAC and to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICHCAC’s stockholders, in which HCIC HCAC shall solicit proxies from HCICHCAC’s stockholders to vote at the special meeting of HCICHCAC’s stockholders called for the purpose of voting on the following matters (the “HCIC HCAC Stockholders’ Meeting”) in favor of (1) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares HCAC Common Stock as contemplated by this Agreement and the Subscription Agreements, (3) the approval and adoption of the material differences between HCIC’s existing certificate second amended and restated HCAC Certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit ED, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC HCAC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation Entity and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares HCAC Common Stock with a total pool of awards of PubCo Shares HCAC Common Stock not exceeding twelve ten percent (1210%) of the aggregate number of PubCo Shares the sum of (x) shares of HCAC Common Stock outstanding at the Closing and (y) securities convertible into HCAC Common Stock, with an annual “evergreen” increase of not more than five percent (5%) of the shares of HCAC Common Stock outstanding as of the day prior to such increase, (5) the approval and adoption of an employee stock purchase plan, in form and substance reasonably acceptable to HCAC and the Company, that provides for grant of purchase rights with respect to HCAC Common Stock to employees of the Surviving Entity and its Subsidiaries with a total pool of shares of HCAC Common Stock not exceeding one and one half percent (1.5%) of the aggregate number of the sum of (x) shares of HCAC Common Stock outstanding at the Closing and (y) securities convertible into HCAC Common Stock, with an annual “evergreen” increase of one percent (1%) of the shares of HCAC Common Stock outstanding as of the day prior to such increase, and (6) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC HCAC Proposals”), and (ii) PubCo HCAC shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of HCAC Common Stock to be issued to the shareholders and warrantholders of the Company and HCIC pursuant to this Agreement, including, for avoidance of doubt, any shares of HCAC Common Stock to be issued pursuant to Section 3.06 of this Agreement. PubCo, HCIC HCAC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC HCAC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC HCAC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC HCAC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC HCAC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares HCAC Common Stock to be issued or issuable to the shareholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of HCAC and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC HCAC represents that the information supplied by HCIC HCAC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICHCAC, (iii) the time of the HCIC HCAC Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCICHCAC, First Merger Sub Sub, or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC HCAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC HCAC shall promptly inform the Company. All documents that HCIC HCAC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICHCAC, (iii) the time of the HCIC HCAC Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICHCAC. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and Apex’s receipt of the PCAOB FinancialsAnnual Financial Statements and the Interim Financial Statements, (i) HCIC subject to the terms of this Section 7.01, Apex (with the assistance and cooperation of the Company as reasonably requested by HCICApex) shall prepare and file with the SEC (i) a joint information statementprospectus/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and Apex relating to the shareholders meeting of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCICApex’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (including any adjournment or postponement thereof, the “HCIC Apex Stockholders’ Meeting”) in favor of to be held to consider (1) approval of this Agreement and the transactions contemplated by this Agreement, including the Mergers, (2) approval of the issuance of Apex Common Stock in connection with the Private Placements pursuant to the Subscription Agreements and Apex Common Stock as contemplated by this Agreement, in accordance with the DGCL, the Apex Organizational Documents and the rules and regulations of the Nasdaq Capital Market, (3) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles Apex Certificate of Association of PubCo as set forth on Exhibit EIncorporation, (4) the approval and adoption of an equity incentive planplan (the “Apex Equity Incentive Plan”), in form and substance reasonably acceptable to HCIC Apex and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation Apex and its Subsidiaries subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares Apex Class A Common Stock with a total pool of awards of PubCo Shares Apex Class A Common Stock not exceeding (A) twelve percent (12%) of the aggregate number of PubCo Shares the sum of (x) shares of Apex Common Stock outstanding at the Closing and (y) securities convertible into Apex Common Stock, plus (B) an amount equal to the product (rounded down to the nearest whole number) of (I) the number of shares of Company Common Stock subject to the PRC Options immediately prior to the Effective Time and (II) the Exchange Ratio, with an annual “evergreen” increase of not more than five percent (5%) of the shares of Apex Common Stock outstanding as of the day prior to such increase, (5) the approval and adoption of an employee stock purchase plan, in form and substance reasonably acceptable to Apex and the Company, that provides for grant of purchase rights with respect to Apex Class A Common Stock to employees of Apex and its subsidiaries with a total pool of shares of Apex Class A Common Stock not exceeding one and one half percent (1.5%) of the aggregate number of the sum of (x) shares of Apex Common Stock outstanding at the Closing and (y) securities convertible into Apex Common Stock, with an annual “evergreen” increase of one percent 1% of the shares of Apex Common Stock outstanding as of the day prior to such increase (the proposals in clauses (4) and (5), the “Equity Proposals”), (6) the appointment, and designation of classes, of the members of the Apex Board as set forth on Exhibit K and (7) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Apex Proposals”), ; and (ii) PubCo and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of Apex Common Stock to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this Agreement, including the Contingent Consideration. PubCoApex and the Company shall each pay one half of all registration and filing fees and printing and mailing costs due in connection with the Registration Statement. Notwithstanding the foregoing, HCIC the Equity Proposals are subject to approval by each of the Company Board and the Apex Board (the “Board Approvals”) following the receipt of a report from a compensation consulting firm of national reputation (the “Compensation Report”) and prior to the filing of the Proxy Statement. As promptly as practicable following the date hereof, and in any event within ten Business Days, the Company shall deliver to Apex the Compensation Report. In the absence of obtaining the Board Approvals for the Equity Proposals as set forth herein, the Company and Apex shall discuss reasonable modifications to the Equity Proposals to obtain such Board Approvals. (b) Each of Apex and the Company shall furnish all information concerning such party 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. Apex and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and the Registration Statement Statement, when filed with the SEC SEC, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to to, and resolve all comments received from from, the SEC concerning the Proxy Statement or the Registration Statement, (iii) to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, Apex shall use commercially reasonable efforts to take any action required under any applicable federal or state securities laws in connection with the issuance of shares of Apex Common Stock to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after following the Registration Statement becomes effective, (1) each clearance of the Company and HCIC Proxy Statement by the SEC, Apex shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Lawits stockholders. (bc) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Apex or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Apex and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Apex Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Apex and the parties hereto Company shall cooperate in the preparation of, and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (cd) HCIC Apex represents that the information supplied by HCIC Apex for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICApex, (iii) the time of the HCIC Apex Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Apex or Merger Subs, or their respective officers or directors, should be discovered by Apex which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Apex shall promptly inform the Company. All documents that Apex is responsible for filing with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICApex, (iii) the time of the HCIC Apex Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryGroup Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICApex. All documents that the Company is responsible for filing with the SEC in connection with the Merger Mergers or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As The Company shall promptly provide to the Parent such information concerning the Company as is either required by the SEC and federal securities Laws, or reasonably requested by the Parent for inclusion in the Proxy Statement and Registration Statement (each as hereinafter defined) to be filed by the Parent, and as promptly as reasonably practicable after (and in any event within 75 days after) the execution of this Agreement and receipt by the Parent from the Company of the PCAOB Financials, (i) HCIC all such information relating to the Company and (ii) the Initial Financial Information (as defined below), the Parent (with the assistance and cooperation of the Company as reasonably requested by HCICthe Parent) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders shareholders of HCIC the Parent and to the shareholders of the Company Sellers: (A) as an information statement relating, with respect to the Company’s stockholdersmembers, to the action to be taken by shareholders members of the Company pursuant to the Transaction Written Consent or by vote at a meeting of the members of the Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICthe Parent’s stockholdersshareholders, in which HCIC the Parent shall solicit proxies from HCICthe Parent’s stockholders shareholders to vote at the special meeting of HCICthe Parent’s stockholders shareholders called for the purpose of voting on the following matters (the “HCIC StockholdersParent Shareholders’ Meeting”) in favor of of: (1) the approval and adoption of this Agreement Agreement, the Transactions, the Domestication and the MergersMerger which must be approved by a special resolution passed at a general meeting of the Parent, (2) the issuance of PubCo the Parent Ordinary Shares and Buyer Common Stock as contemplated by this Agreement and the Subscription Agreements, if any, (3) the approval of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit EBuyer A&R Organizational Documents that are required to be separately approved, (4) if agreed to pursuant to Section 8.6, the approval and adoption of an equity incentive planthe New Incentive Plan (as defined below), in form and substance reasonably acceptable (5) the adjournment of the Parent Shareholders’ Meeting to HCIC a later date or dates if it is determined by the Parent and the Company that provides additional time is necessary to consummate the transactions contemplated hereby for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of optionsany reason, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (56) any approval of other proposals the parties Parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Parent Proposals”), and (ii) PubCo the Parent shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the Buyer Common Stock to be issued to the shareholders and warrantholders members of the Company and HCIC pursuant to this Agreement. PubCoEach of the Parent, HCIC the Buyer and the Company each shall use their reasonable best efforts to (iw) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (iix) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iiiy) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (ivz) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC Buyer shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterits stockholders. Each of HCIC the Buyer, the Parent, and the Company shall promptly 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 Registration Statement and the Proxy Statement, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) The Company will, in addition to providing the Financial Statements, provide the Parent and the Buyer as promptly as practicable after the date of this Agreement (and in any event on or prior to the five (5) Business Day following the date of this Agreement) in accordance with Section 8.14: (i) the related pro forma adjustments necessary to prepare the pro forma financial statements in compliance with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) (such pro forma financial adjustments together with the Financial Statements, the “Required Financials”) and cooperate as reasonably requested by the Parent or the Buyer in the preparation thereof, (ii) all selected financial data of the Company, as necessary for inclusion in the Proxy Statement and Registration Statement; and (iii) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the Securities Exchange Act (as if the Company was subject thereto) with respect to the periods covered in the Required Financials, as necessary for inclusion in the Proxy Statement and Registration Statement (together with the Required Financials, the “Initial Financial Information”). Subsequent to the delivery of the Required Financials, until the Registration Statement is declared effective, the Company’s consolidated interim financial information for each quarterly period thereafter will be delivered to the Parent and the Buyer no later than forty (40) calendar days following the end of each quarterly period, together with related pro forma adjustments that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). All of the financial statements to be delivered pursuant to this Agreement by the Company will be prepared in accordance with GAAP. (c) The Company and its counsel shall be given a reasonable opportunity to review and comment on in writing the Proxy Statement prior to its filing with the SEC and any other amendments or documents filed with the SEC. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC the Buyer or the Company without the approval of the other party Party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC ; provided, however, that subject to prior compliance with this clause (c), the Parent and the Company Buyer will be permitted to make such filing or response in the absence of such approval if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to the Parent or the Buyer, is required by the SEC and United States securities Laws to be included therein. The Parent shall promptly transmit any such amendment or supplement to the Parent’s shareholders, if at any time prior to the Parent Shareholders’ Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement. The Parent and the Buyer, on the one hand, and the Company, on the other hand, each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Buyer Common Stock to be issued or issuable to the shareholders members of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto Parent and the Buyer, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto; provided, however, that subject to prior compliance with this clause (c), the Parent and the Buyer will be permitted to make such filing or response in the absence of such approval if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to the Parent or the Buyer, is required by the SEC and United States securities Laws to be included therein. (cd) HCIC Each of the Parent and the Buyer represents that the information supplied by HCIC the Parent or the Buyer for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed sent to the stockholders shareholders of HCICthe Parent, (iii) the time of the HCIC StockholdersParent Shareholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCICthe Parent, First Merger Sub the Buyer or Second Merger SubNewco, or their respective officers or directorsdirectors or managers, should be discovered by HCIC the Parent or the Buyer which the Parent or the Buyer reasonably believes should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC the Parent and the Buyer shall promptly inform the Company. All documents that HCIC the Parent and the Buyer is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (de) The Company represents shall ensure that the information supplied by the Company it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed sent to the stockholders shareholders of HCICthe Parent, (iii) the time of the HCIC StockholdersParent Shareholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directorsdirectors or managers, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company Company, shall promptly inform HCICthe other Parties. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution delivery of the PCAOB 2022 Audited Financials of this Agreement and receipt of from the PCAOB FinancialsCompany to SPAC, (i) HCIC (with the assistance SPAC and cooperation of the Company as reasonably requested by HCIC) shall prepare and file with the SEC a joint information registration statement on Form S-4 (together with all amendments thereto and including the proxy statement/prospectus included therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Domesticated SPAC Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and the (B) the Domesticated SPAC Common Stock, the Domesticated SPAC Units, the Domesticated SPAC Warrants and the Domesticated SPAC Rights to be issued upon the conversion of the issued and outstanding SPAC Ordinary Shares, SPAC Units, SPAC Warrants and SPAC Rights, respectively, pursuant to the Domestication. The Registration Statement shall include a proxy statement statement/prospectus (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to the shareholders of the Company SPAC relating to (A) as an information statement relating, with respect to the CompanySPAC’s stockholdersshareholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCICSPAC’s stockholders called for the purpose of voting on the following matters (the “HCIC StockholdersSPAC Shareholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the Domestication, (3) the issuance of PubCo Shares Domesticated SPAC Common Stock as contemplated by this Agreement and pursuant to the Subscription Agreementsrequirements of Nasdaq, (3) the second amended and restated SPAC Certificate of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit EC, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing Stock Incentive Plan and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC SPAC Proposals”), and (ii) PubCo and HCIC shall file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants to be issued to the shareholders and warrantholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC SPAC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, SPAC shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Domesticated SPAC Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Registration Statement becomes effectiveProxy Statement, (1) each of the Company and HCIC SPAC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC SPAC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC SPAC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC For the avoidance of doubt, prior to filing with the SEC, SPAC will make available to the Company drafts of the Registration Statements, Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and drafts of any amendment or supplement to the Registration Statement, Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. SPAC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Domesticated SPAC Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of SPAC and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC SPAC represents that the information supplied by HCIC SPAC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of HCICSPAC and the Company, (iii) the time of the HCIC StockholdersSPAC Shareholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to SPAC or Merger Sub, or their respective officers or directors, should be discovered by SPAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, SPAC shall promptly inform the Company. All documents that SPAC is responsible for filing with the SEC in connection with the Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of HCICSPAC and the Company, (iii) the time of the HCIC StockholdersSPAC Shareholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryCompany, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCIC. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange ActSPAC.

Proxy Statement; Registration Statement. (ai) As promptly as practicable after following the execution and delivery of this Agreement Agreement, the Company Shareholder shall cause New PubCo to, in accordance with this Section 7.1(a), prepare and receipt of the PCAOB Financialsfile, (i) HCIC (and Company shall assist and cooperate with the assistance preparation and cooperation filing of the Company as reasonably requested by HCIC) shall file a registration statement with the SEC SEC, including a joint information statement/proxy statement of New PubCo, on Form F-4 (as such filing is amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC ” and to the shareholders of the Company (A) as an information statement relating, together with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) in favor of (1) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Proposals”), and (ii) PubCo and HCIC shall file with the SEC a such registration statement on Form F-4 (together with all amendments theretoas such filings are amended or supplemented, the “Registration Statement”) in which for the Proxy Statement shall purposes of (I) registering under the Securities Act, to the extent permitted by applicable rules and regulations of the SEC, the New PubCo Class A Ordinary Shares to be included as a prospectus, issued in connection with the registration under the Securities Act of Transactions (including any New PubCo Class A Ordinary Shares and PubCo Warrants to be issued in connection with SPAC Warrants) (together, the “Registration Shares”), (II) providing SPAC Shareholders with notice of the opportunity to redeem SPAC Class A Ordinary Shares (the “SPAC Shareholder Redemption”), and (III) soliciting proxies from holders of SPAC Class A Ordinary Shares to vote at the Special Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the approval and authorization of the First Plan of Merger and the Second Plan of Merger by way of special resolution pursuant to the shareholders and warrantholders Companies Act; (3) the issuance of New PubCo Ordinary Shares in connection with the Transactions in accordance with this Agreement; (4) the adoption of the Company New PubCo A&R Memorandum and HCIC Articles of Association by way of special resolution pursuant to this Agreement. PubCo, HCIC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable Companies Act; and (iv5) to keep any other proposals the Registration Statement effective as long as is Parties deem necessary or desirable to consummate the TransactionsTransactions (collectively, the “SPAC Shareholder Matters”). As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains Without the prior written consent of the other Company (each such consent not to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or , the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the extent that use SPAC Shareholders at the Special Meeting. The Registration Statement will comply as to form and substance with the applicable requirements of such information is required the Securities Act and the Exchange Act. Subject to avoid violation ‎Section 11.10, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of applicable Lawthe cost for the preparation, filing and mailing of the Registration Statement and other related fees. (bii) No SPAC shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its shareholders of record, as of the record date to be established by the board of directors of SPAC, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (iii) Prior to each filing ofwith the SEC of the Registration Statement and any other documents to be filed with the SEC that relate to the Transactions, or both preliminary and final, and any amendment or supplement thereto, New PubCo will make available to the Proxy Statement or the Registration Statement Company and SPAC a draft and will be made by HCIC or provide the Company and SPAC with a reasonable opportunity to comment on such draft and shall consider such comments in good faith. New PubCo shall not file any such documents with the SEC without the approval prior written consent of the other party Company and SPAC (such approval consent not to be unreasonably withheld, conditioned or delayed). HCIC and the Company each New PubCo will advise the otherCompany and SPAC, promptly after they receive it receives notice thereof, of of: (A) the time when the Registration Statement has become effective or been filed; (B) the effectiveness of the Registration Statement; (C) the filing of any supplement or amendment thereto has been filed, of to the Registration Statement; (D) the issuance of any stop order, of order by the suspension of the qualification of the PubCo Shares to be issued or issuable to the shareholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of SEC; (E) any request by the SEC for amendment of the Proxy Statement or Registration Statement; (F) any comments from the SEC relating to the Registration Statement or comments thereon and responses thereto or thereto; and (G) requests by the SEC for additional information. Each of the parties hereto shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect information relating to the Proxy Statement or Registration Statement. New PubCo shall promptly respond to any SEC comments on the Registration Statement and any amendment shall use commercially reasonable efforts to the Proxy Statement or have the Registration Statement filed in cleared by the SEC under the Securities Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, New PubCo will make available to the Company and SPAC drafts of any such response theretoand provide the Company and SPAC with a reasonable opportunity to comment on such drafts. (civ) HCIC represents If, at any time prior to the Special Meeting, there shall be discovered any information that the information supplied by HCIC for inclusion should be set forth in an amendment or supplement to the Registration Statement and so that the Proxy Registration Statement does would not and shall not contain include any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading at (i) the time New PubCo shall promptly file an amendment or supplement to the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Timecontaining such information. If, at any time prior to the Effective TimeClosing, the Company discovers any information, event or circumstance relating to HCICthe Company, First Merger Sub its business or Second Merger Subany of its Affiliates, officers, directors or their respective officers or directors, should be discovered by HCIC which employees that should be set forth in an amendment or a supplement to the Registration Proxy Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents so that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does would not and shall not contain include any untrue statement misstatement of a material fact or fail 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, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, then the Company shall promptly inform HCICNew PubCo and SPAC of such information, event or circumstance. (v) New PubCo or SPAC, as applicable, shall make all 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. All documents that The Company agrees to use commercially reasonable efforts to promptly provide New PubCo or SPAC, as applicable, with all information in its possession concerning the business, management, operations and financial condition of the Company is responsible and the Company Subsidiaries, in each case, reasonably requested by New PubCo or SPAC for filing with inclusion in the SEC Registration Statement. The Company shall cause the officers and employees of the Company and the Company Subsidiaries to be reasonably available to New PubCo, SPAC and their respective counsel, auditors and other advisors in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements drafting of the Securities Act Registration Statement and responding in a timely manner to comments on the Exchange ActRegistration Statement from the SEC.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Audited Financials, (i) HCIC (with the assistance VectoIQ and cooperation of the Company as reasonably requested by HCIC) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC VectoIQ and to the shareholders stockholders of the Company as an information statements relating (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICVectoIQ’s stockholders, in which HCIC shall solicit proxies from HCICthe meeting of VectoIQ’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC VectoIQ Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares VectoIQ Common Stock as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) the second amended and restated VectoIQ Certificate of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit E, C and (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC VectoIQ Proposals”), ) and (ii) PubCo VectoIQ shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of VectoIQ Common Stock (A) to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this AgreementAgreement and (B) held by the stockholders of VectoIQ immediately prior to the Effective Time. PubCo, HCIC The Company shall furnish all information concerning the Company as VectoIQ may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. VectoIQ and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactionstransactions contemplated hereby. Prior to the effective date of the Registration Statement, VectoIQ shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of VectoIQ Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Registration Statement becomes effectiveProxy Statement, (1) each of the Company and HCIC VectoIQ shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC VectoIQ and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC VectoIQ or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC VectoIQ and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares VectoIQ Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of VectoIQ and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC VectoIQ represents that the information supplied by HCIC VectoIQ for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICVectoIQ, (iii) the time of the HCIC VectoIQ Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to VectoIQ or Merger Sub, or their respective officers or directors, should be discovered by VectoIQ which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, VectoIQ shall promptly inform the Company. All documents that VectoIQ is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICVectoIQ, (iii) the time of the HCIC VectoIQ Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICVectoIQ. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the applicable PCAOB FinancialsFinancial Statements, (i) HCIC Athena (with the assistance and cooperation of the Company as reasonably requested by HCICCompany) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and to Athena relating the shareholders meeting of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCICAthena’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Athena Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares Athena Common Stock as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) the Heliogen, Inc. Certificate of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit EB, including the change of Athena’s name to “Heliogen, Inc.”, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC 2021 Equity Incentive Plan and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of optionsEmployee Stock Purchase Plan, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) the classes of the members of the Heliogen, Inc. Board as of immediately following the Effective Time, (6) the election of the Initial Post-Closing Heliogen, Inc. Directors to serve as the members of the Heliogen, Inc. Board as of immediately following the Effective Time and until their respective successors are duly elected or appointed and qualified, (7) any approval of other proposals the parties deem necessary to effectuate the Merger and (8) adjournment of the other Transactions Athena Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (collectively, the “HCIC Athena Proposals”), ) and (ii) PubCo Athena shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of Athena Common Stock to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC The Company shall furnish all information concerning the Company as Athena may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Athena and the Company each shall use their reasonable best efforts to (iI) cause the Proxy Statement and or Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (iiII) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iiiIII) cause the Proxy Statement/Registration Statement to be be, as applicable, cleared for filing and/or declared effective under the Securities Act as promptly as practicable and (ivIV) to keep the Proxy Statement/Registration Statement effective as long as is necessary to consummate the Transactionstransactions contemplated hereby. Prior to the effective date of the Registration Statement, Athena shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Athena Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after the Registration Statement becomes is declared effective, (1) each of the Company and HCIC Athena shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC Athena and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Athena or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Athena and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Athena Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Athena and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC Athena represents that the information supplied by HCIC Athena for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICAthena, (iii) the time of the HCIC Athena Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Athena or Merger Sub, or their respective officers or directors, should be discovered by Athena which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Athena shall promptly inform the Company. All documents that Athena is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICAthena, (iii) the time of the HCIC Athena Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, Athena shall use reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to Athena’s stockholders, and as of the date of the Athena Stockholders’ Meeting contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Athena shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by the Company for inclusion in the Proxy Statement). If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or its directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICAthena. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB FinancialsFinancial Statements and the Non-PCAOB Financial Statements and appropriate financial statements of Cloudbreak Health for filing with the SEC, (i) HCIC GigCapital2 (with the assistance and cooperation of the Company as reasonably requested by HCICand Cloudbreak) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC GigCapital2 and to the shareholders stockholders of the Company (A) as an information statement relating, relating to (A) with respect to the Company’s stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICGigCapital2’s stockholders, in which HCIC shall solicit proxies from HCICthe meeting of GigCapital2’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC GigCapital2 Stockholders’ Meeting”) in favor to be held to consider approval and adoption of (1) the approval and adoption of this Agreement and the MergersMerger, (2) the issuance of PubCo Shares GigCapital2 Common Stock as contemplated by this Agreement and the Subscription AgreementsAgreement, (3) the UpHealth Certificate of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo Incorporation as set forth on Exhibit EB, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC transactions contemplated under the Cloudbreak Health BCA and the Company that provides for grant issuance of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of optionsGigCapital2 Common Stock as contemplated thereunder, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) the Equity Plan, (6) the classes of the members of the UpHealth Board as of immediately following the Effective Time, (7) the election of the Initial Post-Closing UpHealth Directors to serve as the members of the UpHealth Board as of immediately following the Effective Time and until their respective successors are duly elected or appointed and qualified and (8) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC GigCapital2 Proposals”), ) and (ii) PubCo GigCapital2 shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of GigCapital2 Common Stock (A) to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this AgreementAgreement and (B) to be issued to the members of Cloudbreak Health pursuant to the Cloudbreak Health BCA. PubCo, HCIC The Company shall furnish all information concerning the Company as GigCapital2 may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. GigCapital2 and the Company each shall use their reasonable best efforts to (iI) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (iiII) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iiiIII) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (ivIV) to keep the Registration Statement effective as long as is necessary to consummate the Transactionstransactions contemplated hereby. Prior to the effective date of the Registration Statement, GigCapital2 shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of GigCapital2 Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after the Registration Statement becomes is declared effective, (1) each of the Company and HCIC GigCapital2 shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC GigCapital2 and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC GigCapital2 or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC GigCapital2 and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares GigCapital2 Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of GigCapital2 and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC GigCapital2 represents that the information supplied by HCIC GigCapital2 for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICGigCapital2, (iii) the time of the HCIC GigCapital2 Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to GigCapital2 or Merger Sub, or their respective officers or directors, should be discovered by GigCapital2 which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, GigCapital2 shall promptly inform the Company. All documents that GigCapital2 is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICGigCapital2, (iii) the time of the HCIC GigCapital2 Stockholders’ Meeting Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICGigCapital2. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB FinancialsAgreement, (i) HCIC Acquiror (with the assistance and cooperation of the Company as reasonably requested by HCICAcquiror including delivery of the Additional Quarterly Financial Statements in accordance with Section 7.14) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) Statement to be sent to the stockholders of HCIC Acquiror Shareholders and from which the Company may derive an information statement that it can send to the shareholders stockholders of the Company relating to (A) as an information statement relating, with respect to the Company’s stockholdersCompany Stockholders, to the action to be taken by shareholders certain stockholders of the Company pursuant to the Transaction Written Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholdersAcquiror Shareholders, in which HCIC shall solicit proxies from HCIC’s stockholders the Special Meeting to vote at be held to consider (i) approval of the special meeting Transactions, including the Business Combination, and the adoption and approval of HCIC’s stockholders called for the purpose of voting on the following matters this Agreement (the “HCIC Stockholders’ MeetingTransaction Proposal”), (ii) approval of the Acquiror Charter (the “Amendment Proposal”) and certain non-binding proposals relating to the approval of the Amendment Proposal, (iii) approval of the issuance of the Acquiror Common Stock as Aggregate Closing Merger Consideration in favor accordance with the rules of Nasdaq (1the “Nasdaq Proposal”), (iv) the approval and adoption of this Agreement and the MergersAcquiror Equity Incentive Plan (the “Acquiror Equity Plan Proposal”), (2v) the issuance election of PubCo Shares as contemplated by this Agreement and five (5) directors who, upon consummation of the Subscription AgreementsTransactions, will be the directors of Acquiror (the “Director Election Proposal”), (3vi) the Domestication (the “Domestication Proposal”), (vii) adjournment of the material differences between HCIC’s existing certificate Special Meeting, if necessary, to permit further solicitation of incorporation proxies because there are not sufficient votes to approve and adopt any of the Amended foregoing proposals (the “Adjournment Proposal”) and Restated Memorandum and Articles (viii) approval of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance any other proposals reasonably acceptable to HCIC agreed by A▇▇▇▇▇▇▇ and the Company that provides for grant of awards to employees and other service providers of be necessary or appropriate in connection with the Surviving Corporation and its Subsidiaries in Transactions (each, an “Additional Proposal” and, together with the form of optionsTransaction Proposal, restricted sharesthe Amendment Proposal, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at Nasdaq Proposal, the Closing and (5) any approval of other proposals Acquiror Equity Plan Proposal, the parties deem necessary to effectuate Director Election Proposal, the Merger Domestication Proposal and the other Transactions (collectivelyAdjournment Proposal, the “HCIC Acquiror Proposals”), and the Acquiror Proposals other than the Adjournment Proposal and any Additional Proposal, the “Required Acquiror Proposals”) and (ii) PubCo Acquiror shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments theretoas amended or supplemented from time to time, and including the Proxy Statement, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares the Acquiror Common Stock and PubCo Acquiror Warrants to be issued to under this Agreement, which Registration Statement will also contain the shareholders Proxy Statement. The Company shall furnish all information concerning the Company as Acquiror may reasonably request in connection with such actions and warrantholders the preparation of the Company Proxy Statement and HCIC pursuant to this Agreement. PubCo, HCIC Registration Statement. (b) Acquiror and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements the rules and regulations promulgated by the SEC applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Registration Statement or and any amendment to the Registration StatementStatement filed in response thereto, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable practicable, and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effectiveis declared effective under the Securities Act, (1) each of the Company and HCIC Acquiror shall mail cause the Proxy Statement to be mailed to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterstockholders. Each of HCIC Acquiror and the Company shall promptly 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, provideda Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, howeveror any other statement, that neither HCIC nor filing, notice or application made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Merger and the other Transactions. The Company shall use any its reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such information for any purposes other than those contemplated by this Agreement unless: such Party obtains as to not unreasonably interfere with the prior written consent normal operation of the Company and Company Subsidiaries, Acquiror in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to such be included in the Registration Statement and any other filings to be made by Acquiror with the SEC in connection with the Transactions, and responding in a timely manner to comments on the Registration Statement from the SEC, (ii) to, and cause Company Subsidiaries and its and their applicable officers, directors, managers, employees, consultants, counsel, accountants, agents and other representatives to, promptly provide Acquiror and its counsel, accountants, agents and other representatives, as applicable, with documents required to be filed with the Registration Statement under the applicable SEC requirements, including but not limited to, those pursuant to Item 601 of Regulation S-K under the Securities Act as if the Company was the registrant, and (iii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC. The Company shall use (which consent shall not be unreasonably withheldcommercially reasonable efforts to cooperate with the Acquiror to ensure the Company’s readiness for operation as a public company, conditioned or delayed); or including with respect to the extent that use of such information is required to avoid violation of applicable LawCompany’s accounting and financial reporting, finance effectiveness, financial planning and analysis, tax, internal controls and internal audit, human resources and compensation, treasury, enterprise risk management, technology and cybersecurity functions. (bc) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement Statement, will be made by HCIC or the Company any party without the prior approval of the other party parties hereto (such approval not to be unreasonably withheld, conditioned conditioned, or delayed). HCIC Acquiror and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Acquiror Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or Statement, the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Acquiror and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (cd) HCIC Acquiror represents that the information supplied by HCIC Acquiror for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICAcquiror Shareholders, (iii) the time of any meeting of the HCIC Stockholders’ Meeting Acquiror Shareholders to be held in connection with the Transactions, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing sentence, Acquiror makes no representation or warranty with respect to: (a) statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by Company for inclusion therein or (b) any projections or forecasts or forward-looking statements included in the Registration Statement or Proxy Statement. If, at any time prior to the Effective Time, any event or circumstance relating to Acquiror or Merger Sub, or their respective officers or directors, should be discovered by Acquiror which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Acquiror shall promptly inform the Company and cooperate and agree (such agreement not to be unreasonably withheld, conditioned or delayed) with the Company on an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by Law, disseminated to the Acquiror Shareholders, such that the Registration Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. All documents that Acquiror is responsible for filing with the SEC in connection with the Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICAcquiror Shareholders, (iii) the time of any meeting of the HCIC Stockholders’ Meeting Acquiror Shareholders to be held in connection with the Transactions, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing sentence, the Company makes no representation or warranty with respect to: (x) statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by Acquiror for inclusion therein or (y) any projections or forecasts or forward-looking statements included in the Registration Statement or Proxy Statement. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICAcquiror and cooperate and agree (such agreement not to be unreasonably withheld, conditioned or delayed) with Acquiror on an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by Law, disseminated to the Acquiror Shareholders, such that the Registration Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, however, that no information received by Acquiror pursuant to this Section 7.01(e) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Disclosure Schedules. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (f) Without the prior written consent of the Company, the Acquiror Proposals shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by Acquiror Shareholders at the Special Meeting.

Proxy Statement; Registration Statement. (a) As The Company shall promptly provide to Buyer such information concerning the Company as is either required by the SEC and federal securities Laws, or reasonably requested by Buyer for inclusion in the Proxy Statement and Registration Statement (each as hereinafter defined), and as promptly as reasonably practicable after the execution of this Agreement and receipt by Buyer from the Company of the PCAOB Financials, (i) HCIC all such information relating to the Company and (ii) the Initial Financial Information (as described below), the Buyer (with the assistance and cooperation of the Company as reasonably requested by HCICthe Buyer) shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC the Buyer and to the shareholders of the Company Sellers: (A) as an information statement relating, with respect to the Company’s stockholdersmembers, to the action to be taken by shareholders members of the Company pursuant to the Transaction Written Consent or by vote at a meeting of the members of the Company Shareholders Meeting and (B) as a proxy statement, with respect to HCICthe Buyer’s stockholders, in which HCIC the Buyer shall solicit proxies from HCICthe Buyer’s stockholders to vote at the special meeting of HCICthe Buyer’s stockholders called for the purpose of voting on the following matters (the “HCIC Buyer Stockholders’ Meeting”) in favor of of: (1) the approval and adoption of this Agreement Agreement, the Transactions and the MergersMerger, (2) the issuance of PubCo Shares the Buyer Common Stock as contemplated by this Agreement and the Subscription Agreements, (3) the approval of the material differences between HCIC’s existing certificate Buyer Certificate of incorporation Incorporation and each change to the Amended and Restated Memorandum and Articles Buyer Certificate of Association of PubCo as set forth on Exhibit EIncorporation that is required to be separately approved, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC the Buyer and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation OpCo and its Subsidiaries in the form of options, restricted shares, restricted share units or and/or other equity-based awards based on PubCo Shares the Buyer Common Stock with a total pool of awards of PubCo Shares the Buyer Common Stock not exceeding twelve percent the New Incentive Plan Size (12%the “New Incentive Plan”), (5) the adjournment of the aggregate number of PubCo Shares outstanding at Buyer Stockholder’s Meeting to a later date or dates if it is determined by the Closing Buyer and the Company that additional time is necessary to consummate the transactions contemplated hereby for any reason, and (56) any approval of other proposals the parties Parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Buyer Proposals”), and (ii) PubCo the Buyer shall prepare and HCIC shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of the Buyer Common Stock to be issued to the shareholders and warrantholders stockholders of the Company and HCIC pursuant to this Agreement. PubCo, HCIC Each of the Buyer and the Company each shall use their reasonable best efforts to (iw) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (iix) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iiiy) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (ivz) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC Buyer shall mail the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafterits stockholders. Each of HCIC the Buyer and the Company shall promptly 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 Registration Statement and the Proxy Statement, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (b) The Company will, in addition to providing the Financial Statements, provide Buyer as promptly as practicable after the Effective Time (and in any event on or prior to the tenth (10th) Business Day following the date of this Agreement) in accordance with Section 8.14: (i) the related pro forma adjustments necessary to prepare the pro forma financial statements in compliance with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) (such pro forma financial adjustments together with the Financial Statements, the “Required Financials”) and cooperate as reasonably requested by the Buyer in the preparation thereof, (ii) all selected financial data of the Company, as necessary for inclusion in the Proxy Statement and Registration Statement; and (iii) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the Securities Exchange Act (as if the Company was subject thereto) with respect to the periods covered in the Required Financials, as necessary for inclusion in the Proxy Statement and Registration Statement (together with the Required Financials, the “Initial Financial Information”). Subsequent to the delivery of the Required Financials, until the Registration Statement is declared effective, the Company’s consolidated interim financial information for each quarterly period thereafter will be delivered to Buyer no later than forty (40) calendar days following the end of each quarterly period, together with related pro forma adjustments that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). All of the financial statements to be delivered pursuant to this Agreement by the Company will be prepared in accordance with U.S. GAAP. (c) The Company and its counsel shall be given a reasonable opportunity to review and comment on in writing the Proxy Statement prior to its filing with the SEC and any other amendments or documents filed with the SEC. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC the Buyer or the Company without the approval of the other party Party (such approval not to be unreasonably withheld, conditioned or delayed); provided, however, that subject to prior compliance with this clause (c), the Buyer will be permitted to make such filing or response in the absence of such approval if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Buyer, is required by the SEC and United States securities Laws to be included therein. HCIC The Buyer shall promptly transmit any such amendment or supplement to the Buyer’s stockholders, if at any time prior to the Buyer Stockholders’ Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement. The Buyer and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Buyer Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto; provided, however, that subject to prior compliance with this clause (c), the Buyer will be permitted to make such filing or response in the absence of such approval if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Buyer, is required by the SEC and United States securities Laws to be included therein. (cd) HCIC The Buyer represents that the information supplied by HCIC the Buyer for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICthe Buyer, (iii) the time of the HCIC Buyer Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub the Buyer or Second Merger SubNewco, or their respective officers or directors, should be discovered by HCIC the Buyer which the Buyer reasonably believes should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC the Buyer shall promptly inform the Company. All documents that HCIC the Buyer is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (de) The Each of the Company represents and the Buyer shall ensure that the information supplied by the Company it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICthe Buyer, (iii) the time of the HCIC Buyer Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Buyer, the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company Buyer or the Company, as applicable, which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company Buyer or the Company, as applicable, shall promptly inform HCICthe other Party. All documents that the Company Buyer, on the one hand, and the Company, on the other hand, is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and Parent’s receipt of the PCAOB FinancialsFinancials from the Company, (i) HCIC (Parent shall prepare, with the assistance and cooperation of the Company as reasonably requested by HCIC) shall file with the SEC a joint information statement/proxy statement (as amended or supplementedCompany, the “Proxy Statement”) and cause to be sent to the stockholders of HCIC and to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCIC’s stockholders to vote at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters (the “HCIC Stockholders’ Meeting”) in favor of (1) the approval and adoption of this Agreement and the Mergers, (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC Proposals”), and (ii) PubCo and HCIC shall file filed with the SEC a registration statement on Form F-4 S-4 (together with all amendments theretoas amended or supplemented from time to time, and including the Proxy Statement and the Consent Solicitation Statement, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants the shares of New Parent Common Stock (A) to be issued to the shareholders and warrantholders of the Company and HCIC Stockholders pursuant to this AgreementAgreement or (B) held by Parent Shareholders immediately prior to the Effective Time. (b) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related thereto, with respect to (1) the adoption and approval of the Merger and this Agreement as a Business Combination (as defined in the Parent MAA) (the “Transaction Proposal”), (2) the adoption and approval of the Domestication (the “Domestication Proposal”), (3) the adoption and approval of the governing documents of Parent contemplated by the Post-Closing Parent Certificate of Incorporation (the “Charter Proposal”), (4) to the extent required by NYSE listing rules, the approval of the issuance of the New Parent Common Stock as contemplated by this Agreement (the “Parent Stock Proposal”), (5) the adoption and approval of the Equity Plan and the ESPP (the “Equity Plans Proposal”), (6) adjournment of the Parent Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (the “Adjournment Proposal”), and (7) the approval of any other proposals the parties deem necessary to effectuate the Transactions (the “Additional Proposal” and together with the Transaction Proposal, the Domestication Proposal, the Charter Proposal, the Parent Stock Proposal, the Equity Plans Proposal and the Adjournment Proposal, the “Proposals”). (c) Each of Parent and the Company shall furnish all information concerning it as may be reasonably requested by the other party in connection with such actions and the preparation of the Proxy Statement and Registration Statement. PubCo, HCIC Parent and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable theretothe rules and regulations promulgated by the SEC, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and (iv) to keep the Registration Statement effective as long as is necessary to consummate the TransactionsMerger. As promptly as practicable after the Registration Statement becomes effectiveis declared effective under the Securities Act, (1) each of the Company and HCIC Parent shall mail cause the Proxy Statement to their respective stockholders and (2) HCIC shall call and hold be mailed to the HCIC Stockholders’ Meeting as promptly as practicable thereafterParent Shareholders. Each of HCIC Parent and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable Law. (bd) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Parent and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares New Parent Common Stock to be issued or issuable to the shareholders of the Company Stockholders 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 or the Registration Statement or written or oral comments thereon and responses thereto or requests by the SEC for additional informationinformation and responses thereto, and shall provide the other parties with copies of any such written comments. Each of Parent and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto, 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. (ce) HCIC represents that the information supplied by HCIC for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub Parent or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC Parent shall promptly inform the Company. All documents that HCIC ▇▇▇▇▇▇ is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder. (df) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCIC, (iii) the time of the HCIC Stockholders’ Meeting and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company SubsidiaryCompany, or their respective its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICParent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Audited Financials, (i) HCIC (with the assistance Ithax and cooperation of the Company as reasonably requested by HCIC) shall prepare, and Ithax shall file with the SEC a joint information proxy statement/proxy statement prospectus (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders shareholders of HCIC and Ithax relating to the shareholders Ithax Shareholders’ Meeting to be held to consider approval and adoption of the Company (A) as an information statement relatingthis Agreement and the Transactions, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) the issuance of Ithax Common Stock as a proxy statementcontemplated by this Agreement, with respect (C) the Domestication, (D) the Interim Ithax Certificate of Incorporation to HCIC’s stockholdersreplace the Ithax Cayman Governing Documents upon the Domestication, in which HCIC shall solicit proxies from HCIC’s stockholders (E) the Final Ithax Certificate of Incorporation to vote replace the Interim Ithax Certificate of Incorporation at the special meeting of HCIC’s stockholders called for the purpose of voting on the following matters Closing, (the “HCIC Stockholders’ Meeting”) in favor of (1F) the approval and adoption of this Agreement and the MergersStock Incentive Plan, (2G) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive planthe ESPP, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5H) any approval of other proposals the parties Parties deem necessary to effectuate the Merger and the other Transactions Mergers (collectively, the “HCIC Ithax Proposals”), ) and (ii) PubCo Ithax and HCIC the Company shall prepare, and Ithax shall file with the SEC a registration statement on Form F-4 S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo Shares and PubCo Warrants to be issued the shares of Ithax Common Stock held by the shareholders of Ithax immediately prior to the shareholders First Effective Time. The Company shall furnish all information concerning the Company as Ithax may reasonably request in connection with such actions and warrantholders the preparation of the Company Proxy Statement and HCIC pursuant to this Agreementthe Registration Statement. PubCo, HCIC Ithax and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after Prior to the effective date of the Registration Statement becomes effectiveStatement, (1) Ithax shall take all or any action required under any applicable federal or state securities laws in connection with the issuances of shares of Ithax Common Stock, in each case to be issued or issuable to the stockholders of the Company and HCIC shall mail the Proxy Statement pursuant to their respective stockholders and (2) HCIC shall call and hold the HCIC Stockholders’ Meeting as promptly as practicable thereafter. Each of HCIC and the Company shall promptly 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, provided, however, that neither HCIC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: such Party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable LawAgreement. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC Ithax or the Company without the approval of the other party Party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC Ithax and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Shares Ithax Common Stock to be issued or issuable to the shareholders stockholders of the Company 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Ithax and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC Ithax represents that the information supplied by HCIC Ithax for inclusion in the Registration Proxy Statement and the Proxy Registration Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements thereinnot, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Ithax and the stockholders of HCICthe Company, (iii) the time of the HCIC StockholdersIthax Shareholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the First Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger Sub, or their respective officers or directors, should be discovered by HCIC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC shall promptly inform the Company. All documents that HCIC is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Effective Time, any event or circumstance relating to Ithax, Merger Sub I or Merger Sub II, or their respective officers or directors, should be discovered by Ithax which should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, Ithax shall promptly inform the Company. All documents that Ithax is responsible for filing with the SEC in connection with the Mergers or the Transactions will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement and the Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Ithax and the stockholders of HCICthe Company, (iii) the time of the HCIC StockholdersIthax Shareholders’ Meeting Meeting, and (iv) the First Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Proxy Statement or the Proxy Registration Statement, the Company shall promptly inform HCICIthax. All documents that the Company is responsible for filing with the SEC in connection with the Merger Mergers or the other transactions contemplated by this Agreement Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB FinancialsAudited Financials (and in any event not later than 15 days after the date hereof), (i) HCIC (with the assistance CAH and cooperation of the Company as reasonably requested by HCIC) shall jointly prepare and CAH shall file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of HCIC and CAH to the shareholders of the Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by shareholders of the Company pursuant to the Transaction Consent or by vote at a Company Shareholders Meeting and (B) as a proxy statement, with respect to HCIC’s stockholders, in which HCIC shall solicit proxies from HCICCAH’s stockholders to vote at the special meeting of HCICCAH’s stockholders called for the purpose of voting on the following matters (the “HCIC CAH Stockholders’ Meeting”) in favor of of: (1) the approval and adoption of this Agreement Agreement, the Transactions and the MergersMerger, and (2) the issuance of PubCo Shares as contemplated by this Agreement and the Subscription Agreements, (3) of the material differences between HCIC’s existing certificate of incorporation and the Amended and Restated Memorandum and Articles of Association of PubCo as set forth on Exhibit E, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to HCIC and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on PubCo Shares with a total pool of awards of PubCo Shares not exceeding twelve percent (12%) of the aggregate number of PubCo Shares outstanding at the Closing and (5) any approval of other proposals the parties Parties deem necessary to effectuate the Merger and the other Transactions (collectively, the “HCIC CAH Proposals”), and (ii) PubCo CAH and HCIC the Company shall jointly prepare and the Company shall file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of PubCo the Company Common Shares and PubCo Warrants to be issued to the shareholders and warrantholders of the Company and HCIC CAH pursuant to this Agreement. PubCo, HCIC Each of CAH and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the Registration Statement becomes effective, (1) each of the Company and HCIC CAH shall mail the Proxy Statement to their respective stockholders its stockholders. Subject to Section 6.16(c) and Schedule 6.16(c), in the event a Tax opinion regarding the Intended Tax Treatment is required to be provided in connection with the Registration Statement, counsel to CAH shall provide such opinion regarding the Intended Tax Treatment in customary short-form (2at a “more likely than not” standard) HCIC (it being understood that this provision shall call and hold not require counsel to CAH to provide such Tax opinion in the HCIC Stockholders’ Meeting event that counsel to CAH determines, in its reasonable discretion, that it cannot provide such Tax opinion as promptly as practicable thereaftera result of any change in law or official guidance after the date hereof). Each of HCIC CAH and the Company shall promptly 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 Registration Statement and the Proxy Statement, provided, however, that neither HCIC nor . The Company shall furnish all information concerning the Company shall use any as CAH may reasonably request in connection with such information for any purposes other than those contemplated by this Agreement unless: such Party obtains actions and the prior written consent preparation of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or to the extent that use of such information is required to avoid violation of applicable LawRegistration Statement and Proxy Statement. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by HCIC CAH or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). HCIC CAH and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the PubCo Company Common Shares to be issued or issuable to the shareholders holders of the Company CAH Class A Common Stock 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 or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of CAH and the parties hereto Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned withheld or delayed) ), any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto. (c) HCIC CAH represents that the information supplied by HCIC CAH for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICCAH, (iii) the time of the HCIC CAH Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to HCIC, First Merger Sub or Second Merger SubCAH, or their respective its officers or directors, should be discovered by HCIC CAH which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, HCIC CAH shall promptly inform the Company. All documents that HCIC CAH is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of HCICCAH, (iii) the time of the HCIC CAH Stockholders’ Meeting Meeting, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, Subsidiary or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform HCICCAH. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.