Common use of The Registration Statement Clause in Contracts

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities and to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, SPAC and Pubco and the Company shall prepare with the reasonable assistance of the Company, and, as promptly as practicable after delivery by the Company completion of the Required Financial Statements pursuant to Company’s audited financial statements described in Section 7.4(a8.4(a), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Pubco Class A Stock and the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities Class A Ordinary Shares and to the holders of Company Holders Units at the SPAC Merger Effective Time and the Company Merger Effective Time, respectively, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger and authorization of SPAC’s entry into the SPAC Certificate of Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Seller, the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (i) through (viiii), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiiv) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d8.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, SPAC and Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco shall cooperate and provide the Company Seller (and its their counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company and the Seller shall provide SPAC and Pubco with such information concerning the Target Companies Company, the Seller and their respective equityholdersshareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company and the Seller shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, SPAC and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, provided that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the CompanySPAC, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company Seller with copies of any written comments, and shall inform the Company Seller of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company Seller and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company Seller or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”)Statement. SPAC shall, through the SPAC Board, Board recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the The SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and Pubco shall file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (w) the shares of Pubco Class A Common Stock to be issued to Purchaser’s shareholders and the Company Stockholders pursuant to the Mergers, (x) the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities Purchaser Warrants in the Purchaser Merger, (y) the shares of Pubco Common Stock issuable upon exercise of the Pubco Warrants to be issued to the holders of Purchaser Warrants in the Purchaser Merger, and to Company Holders at (z) the Effective Timeshares of shares of Pubco Common Stock issuable upon exercise of the Assumed Options and the Assumed Warrants, and which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Purchaser Shareholders for the matters to be acted upon at the Extraordinary General Purchaser Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus Purchaser’s Organizational Documents to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Purchaser Shareholders to vote, at an extraordinary general meeting of SPAC Purchaser Shareholders to be called and held for such purpose (the “Extraordinary General Purchaser Shareholder Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Mergers, by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC, (ii) as a special resolution, the change of name of Pubco and the adoption and approval of the SPAC MergerPubco’s Organizational Documents, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Common Stock equal to ten fifteen percent (1015%) of the aggregate number of shares of Pubco Class A Common Stock issued and outstanding immediately after the Closing (after giving effect to the Closing Redemption) and shall include a customary evergreen provision), as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and 6.17 hereof, (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters (or, to the extent applicable, excluding such approval matters) as the Company, Pubco Company and SPAC the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Purchaser Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiivi) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Shareholder Meeting is scheduled, SPAC the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, SPAC the Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Shareholder Meeting. In connection with the Registration Statement, SPAC, the Purchaser and Pubco and the Company will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSESEC. SPAC and Pubco The Company shall cooperate and provide the Company (Purchaser and its counsel) Pubco with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Purchaser shall consider in good faith any such comments timely made. The Company shall promptly provide SPAC the Purchaser and Pubco with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein based on information supplied by the Purchaser, Merger Subs or Sponsor for inclusion or incorporation by reference in the Registration Statement of any SEC filings of the Purchaser or the Proxy Statement provided to the Purchaser Shareholders. (b) SPAC The Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Shareholder Meeting and the Closing Redemption. Each of SPACthe Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, the Purchaser, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, The Purchaser and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Purchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; Purchaser’s Organizational Documents, provided, however, that Pubco the Purchaser shall not amend or supplement the Registration Statement without providing the prior written consent of SPAC and the Company, which consent shall not Company with reasonably opportunity to be unreasonably withheld, conditioned comment or delayedsupplement. (c) SPAC Each of Pubco and Pubcothe Purchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its reasonable best efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACthe Purchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to and the extent possible, participation by Purchaser shall consider in good faith any such comments timely made under the Company or their counsel in discussions with the SECcircumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC the Purchaser and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Purchaser Shareholders and the Company Stockholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Shareholder Meeting in accordance with the DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If The Purchaser shall, through approval of its board of directors, recommend to the SPAC Purchaser Shareholders approve (the NTA Amendment “Purchaser Board Recommendation”) the Purchaser Shareholder Approval matters, and the Purchaser Board Recommendation shall be included in the Registration Statement and Proxy Statement. Notwithstanding the foregoing, the Purchaser’s board of directors may withdraw, withhold, amend, qualify or modify the Purchaser Board Recommendation (a “Change in Recommendation”) to the extent that the Purchaser’s board of directors determines in good faith, after consultation with its outside legal counsel, that such Change in Recommendation is required by the board’s fiduciary duties under applicable Law; provided that the board of directors of the Purchaser may not make such Change in Recommendation unless (i) the board of directors of the Purchaser has provided written notice to the Company (the “Recommendation Change Notice”) that it is prepared to make a Change in Recommendation at least ten (10) days prior to taking such action, which notice shall specify the basis for why a failure to make an Change in Recommendation would constitute a breach of its fiduciary duties to the Purchaser and its shareholders under applicable Law, (ii) during the ten (10) day period after delivery of the Recommendation Change Notice, the Purchaser shall negotiate in good faith with the Company regarding any revisions or adjustments to this Agreement that the Company proposes to make as would enable the board of directors of the Purchaser to reaffirm the Purchaser Board Recommendation and not make such Change in Recommendation and (iii) at the Extraordinary General end of such ten (10) day period and taking into account any changes to the terms of this Agreement committed to in a binding written offer by the Company, the board of directors of the Purchaser determines in good faith (after consultation with its outside legal counsel) that the failure to make such a Change in Recommendation would constitute a breach of its fiduciary duties to the Purchaser and the Purchaser’s shareholders under applicable Law. The Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Purchaser Shareholder Meeting shall not be affected by any Change in Recommendation (provided, that the Purchaser may, without the consent of the Company, postpone the Purchaser Shareholder Meeting, then promptly after the Extraordinary General Meeting and prior subject to the ClosingPurchaser Charter and the Companies Act, SPAC shall amend after delivering a Recommendation Change Notice until such time after which the SPAC Memorandum ten (10) day period required for a Change in Recommendation in connection therewith has elapsed and Articles the Purchaser can disclose to its shareholders in accordance with applicable securities Laws, including pursuant to a supplement or amendment to the amendments contemplated Registration Statement, either a Change in Recommendation or the changes to this Agreement that were agreed to by the NTA AmendmentCompany to avoid a Change in Recommendation). (f) SPAC The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Shareholder Meeting and the Closing Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement and Exchange Offer Prospectus contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued under this Agreement to the holders of SPAC Purchaser Securities and the Company Security Holders pursuant to the Merger and Company Holders at the Effective TimeShare Transfer, which Registration Statement will also contain (a) a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the Purchaser Extraordinary General Meeting and providing the Public Shareholders Purchaser shareholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Purchaser Shareholder Approval Matters, and (b) an exchange offer prospectus of Pubco (the “Exchange Offer Prospectus” for use in connection with the Pubco Offer. Any SEC filing fee or printer expenses related to the Registration Statement shall be borne by Purchaser. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose held, thirty (30) days after Registration Statement has become effective or as the Purchaser and the Company may mutually determine (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business CombinationTransactions, (ii) as a special resolution, by the approval holders of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provisionPurchaser Ordinary Shares, as further set forth in the Incentive Planordinary resolutions and special resolutions, (iv) the adoption as required by and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof Purchaser’s Organizational Documents and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectivelyIPO Prospectus, the “SPAC Shareholder Approval Matters”)Securities Act, (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the The Cayman Act, the DGCL UK Act and the rules and regulations of the SEC and NYSENasdaq (the approvals described in the foregoing clause, the “Purchaser Shareholder Approval Matters”) and (ii) as ordinary resolutions and special resolutions, as applicable, any other proposals that are required for the consummation of the Transactions that are submitted to, and require the vote of, the Public Shareholders in the Registration Statement and agreed to by Purchaser and the Company. If The board of directors of Purchaser shall not withdraw, amend, qualify or modify its unanimous recommendation to the Company Shareholders that they vote in favor of Purchaser Shareholder Approval Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the Company Shareholders described in the Recitals hereto, a “Modification in Recommendation”). Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Purchaser Extraordinary General Meeting shall not be affected by any Modification in Recommendation. If, and only if, on the date for which the Purchaser Extraordinary General Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting; provided the Purchaser Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more is held no later than ten three (103) Business Days in prior to the aggregate without the Company’s consentOutside Date. In connection with the Registration Statement, SPAC, Purchaser and Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the SPAC Memorandum and ArticlesSecurities Act, the Cayman Act, the UK Act and the rules and regulations of the SEC and NYSENasdaq. SPAC Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any exhibit, amendment or supplement thereto prior to filing the same with the SEC. Purchaser shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith. Purchaser shall not file the Registration Statement or any exhibit, amendment or supplement thereto without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed. The Company shall provide SPAC Purchaser and Pubco with such information concerning the Target Companies and their respective equityholdersshareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration Shares, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and NYSE, (ii) as a special resolution, the change of name of the Purchaser and the adoption and approval of the SPAC MergerAmended Organizational Documents, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory and substance reasonably acceptable to SPAC the Company Stockholder and the Company Purchaser (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Purchaser Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan), (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof and 6.17 hereof, (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Shareholder Stockholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiivi) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act DGCL and the rules and regulations of the SEC and NYSE. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies Company and their respective equityholdersits stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of SPAC, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, SPACafter the Closing, the Disinterested Director Majority, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedPurchaser’s Organizational Documents. (c) SPAC and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s stockholders and the SPAC Shareholders Company Stockholder, and, pursuant thereto, shall call the Purchaser Special Meeting in accordance with the DGCL and convene the Extraordinary General Meeting Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Redemption. 10. The Original Agreement is hereby amended by adding a new Section 6.24 as follows:

The Registration Statement. (a) Following As promptly as practicable after the date of this Agreementhereof, SPAC, Pubco and the Company shall prepare and, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a), and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to Company Holders at the applicable Effective TimeTimes, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders shareholders for the matters to be acted upon at the Extraordinary General SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval MattersMatters in the event that the Closing occurs. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at an extraordinary a general meeting of SPAC Shareholders shareholders to be called and held for such purpose (the “Extraordinary General SPAC Shareholder Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationby the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolutionto the extent required by Nasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any SPAC Securities in connection with the Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC MergerClass A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new equity incentive plan Equity Plan for Pubco in a form mutually satisfactory to SPAC and be reasonably agreed to by the Company and SPAC (the “Incentive Pubco Equity Plan”), and which will provide for that the total awards for under such Pubco Equity Plan will be a number of shares of Pubco Class A Stock Ordinary Shares equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock Ordinary Shares issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provisionClosing, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and 6.16 hereof, (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), and (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) The board of directors of SPAC shall not (and no committee or subgroup thereof shall) withdraw, withhold, amend, qualify or modify, or publicly propose to withdraw, withhold, amend, qualify or modify, its recommendation to the SPAC’s shareholders that they vote in each case favor of Shareholder Approval Matters (a “Change in Recommendation”), except to the extent that SPAC’s board of directors determines in good faith, after consultation with its outside legal counsel, that such Change in Recommendation is required by the board’s fiduciary duties under applicable Law; provided that the board of directors of the SPAC may not make such Change in Recommendation unless (A) the board of directors of the SPAC has provided written notice to the Company (the “Recommendation Change Notice”) that it is prepared to make a Change in Recommendation at least ten (10) days prior to taking such action, which notice shall specify the basis for why a failure to make an Change in Recommendation would constitute a breach of its fiduciary duties to SPAC and its shareholders under applicable Law, (B) during the ten (10) day period after delivery of the Recommendation Change Notice, SPAC shall negotiate in good faith with the Company regarding any revisions or adjustments to this Agreement that the Company proposes to make as would enable the board of directors of the SPAC to reaffirm its recommendation to the SPAC’s shareholders that they vote in favor of the Shareholder Approval Matters and not make such Change in Recommendation and (C) at the end of such ten (10) day period and taking into account any changes to the terms of this Agreement committed to in a binding written offer by the Company, the board of directors of the SPAC determines in good faith (after consultation with its outside legal counsel) that the failure to make such a Change in Recommendation would constitute a breach of its fiduciary duties to SPAC and SPAC’s shareholders under applicable Law. SPAC’s obligations to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholder Meeting shall not be affected by any Change in Recommendation (provided, that SPAC may, without the consent of the Company, postpone the SPAC Shareholder Meeting, subject to the SPAC Charter and the Cayman Islands Companies Act, after delivering a Recommendation Change Notice until such time after which the ten (10) day period required for a Change in Recommendation in connection therewith has elapsed and SPAC can disclose to its shareholders in accordance with applicable securities Laws, including pursuant to a supplement or amendment to the SPAC Memorandum and ArticlesRegistration Statement, either a Change in Recommendation or the Cayman Actchanges to this Agreement that were agreed to by the Company to avoid a Change in Recommendation). If, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General SPAC Shareholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may may, subject to the SPAC Charter and the Cayman Islands Companies Act, make one or more successive postponements or or, with the consent of the SPAC Shareholder Meeting, adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentSPAC Shareholder Meeting. In connection with the Registration Statement, SPAC, SPAC and Pubco and the Company will shall file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesCharter, the Cayman Islands Companies Act and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholdersequity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (bc) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, Pubco and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, SPAC and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC’s shareholders and the holders of SPAC ShareholdersWarrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedCharter. (cd) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders SPAC’s shareholders and, pursuant thereto, shall call and convene the Extraordinary General SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the date hereof, SPAC and Pubco shall prepare with the assistance of the Company of the Required Financial Statements pursuant to Section 7.4(a), and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to Company Holders at the Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval MattersMatters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary a general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General SPAC Shareholder Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination(including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) as a special resolutionto the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC MergerClass A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of a new equity incentive plan for the Amended Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive PlanOrganizational Documents, (iv) the adoption and approval of a new employee stock purchase planEquity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which shall include will provide that the total awards under such Pubco Equity Plan will be a customary evergreen provisionnumber of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and 5.15 hereof, (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), and (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General SPAC Shareholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General SPAC Shareholder Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the CompanySPAC’s consentOrganizational Documents. In connection with the Registration Statement, SPAC, SPAC and Pubco and the Company will shall file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesSPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. , and SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) The Company shall provide SPAC and Pubco with such information concerning the Target LLP Companies and their respective equityholdersequity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (bd) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, SPAC and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and Shareholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedSPAC’s Organizational Documents. (ce) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including and SPAC shall not provide any such responses to the extent possible, participation by SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or their counsel in discussions with the SECconditioned). (df) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement Statement, and shall use its reasonable efforts to (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to i) solicit from the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote proxies in favor of the Required SPAC Shareholder Approval Matters prior to such SPAC Shareholder Meeting, and (a “Modification in Recommendation”)ii) obtain the Required SPAC Shareholder Approval at such SPAC Shareholder Meeting. (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (fg) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, the SPAC Memorandum and Articles SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company of date hereof, the Required Financial Statements pursuant to Section 7.4(a), Parties shall prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued under this Agreement to the holders of SPAC Purchaser Securities and to Company Holders Securities at the Effective TimeClosing Date, which Registration Statement will also contain a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting Meeting”) and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting be used to solicit proxies from SPAC Shareholders Purchaser shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions contemplated as a part of the Business Combination, (ii) as a special resolutionthe Domestication, the approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory and substance reasonably acceptable to SPAC the Company, Pubco and the Company Purchaser (the “Incentive Pubco Equity Plan”), and which will provide for that the total awards for under such Pubco Equity Plan will be a number of shares of Pubco Class A Common Stock equal to ten twelve percent (1012%) of the aggregate number of shares of Pubco Class A Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) Closing, and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Purchaser Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentMeeting. In connection with the Registration Statement, SPACPurchaser, Pubco and the Company and Pubco will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq and Form S-4. SPAC Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC Purchaser and Pubco with such information concerning the Target Companies Company and their respective equityholdersits shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not 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 materially misleading. (b) SPAC Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPACPurchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPACPurchaser, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Purchaser and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedSEC. (c) SPAC Purchaser, the Company and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become be declared effective. SPAC Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACPurchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming being declared effective, SPAC Purchaser and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Proxy Statement to the SPAC Shareholders Purchaser’s shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting Purchaser and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A shares of Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the Purchaser IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of SPAC Shareholders the Purchaser’s stockholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) as a special resolution, the approval of the SPAC Merger, Domestication; (iii) the adoption and approval of the Interim Purchaser Certificate of Incorporation to replace the Purchaser Organizational Documents upon the Domestication; (iv) the approval of the Final Purchaser Certificate of Incorporation to replace the Interim Purchaser Certificate of Incorporation upon the Closing; (v) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC be agreed between the Purchaser and the Company acting reasonably and in good faith (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Purchaser Common Stock issued and outstanding immediately after the Closing (after giving effect to the Closing Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, ); (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (vvi) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof and 5.16 hereof; (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Purchaser Stockholder Approval Matters”), ; and (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC the Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption. Each of SPAC, Pubco the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedPurchaser’s Organizational Documents. (c) SPAC and PubcoThe Purchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco the Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC the Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders Purchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Special Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC The Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (aA) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare andThe Registration Statement, as promptly amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as practicable after delivery by the Company shall yield aggregate cash proceeds to Apple from that sale (net of the Required Financial Statements Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 7.4(a)2.04, file with (2) the SEC total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a registration statement on Form S-4 result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (as amended or supplemented from 3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration it becomes effective under the Securities Act of will be repaid on the Pubco Class A Stock IPO Closing Date with proceeds received by Apple from the IPO and the Pubco Warrants to be issued Other Financing Sources, shall have been declared effective under this Agreement to the holders of SPAC Securities and to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required Act by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition ; (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in B) no stop order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following suspending the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed shall have been issued by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date forSEC, and the calling SEC shall not have initiated or threatened to initiate Litigation for that purpose; and holding of(C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the Extraordinary General Meeting and public initially at the RedemptionIPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeStockholder Merger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies from SPAC Shareholders the Purchaser’s stockholders for issuance of the Stockholder Merger Consideration and the other the matters to be acted upon at the special meeting of the Purchaser’s stockholders (the ”Purchaser Special Meeting”) and (y) soliciting proxies from the Company Stockholders for the matters to be acted upon at the Extraordinary General Meeting and providing special meeting of the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed Company’s Stockholders (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Company Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC The Purchaser and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Each Party shall provide the Company other Party with copies of any written comments, and shall inform the Company other Party of any material oral comments, that SPAC, Pubco such Party or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting Purchaser Special Meeting, and the Redemption Company Special Meeting promptly after the receipt of such comments and shall give the Company and their respective Representatives other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (c) Purchaser shall file the reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, including if Purchaser is not required to file such reports, will, make publicly available other information) and will take such further action as the Company Stockholders may reasonably request, all to the extent possible, participation by required from time to time to enable the Company Stockholders (or their counsel in discussions with designees) to sell the Merger Consideration without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the date hereof, Purchaser, the Company of the Required Financial Statements pursuant to Section 7.4(a)and Pubco shall jointly prepare, and Pubco shall file with the SEC SEC, a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of SPAC Purchaser Securities and prior to Company Holders at the Merger Effective Time, which Registration Statement will also contain a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders Purchaser’s shareholders for the matters to be acted upon at the Extraordinary General Special Shareholder Meeting and providing the Public Shareholders Purchaser’s shareholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organisational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser’s shareholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “Extraordinary General Special Shareholder Meeting”), in favor favour of resolutions approving (iA) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as a Business Combinationrequired under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (iiB) as a special resolution, the approval of the SPAC MergerPIPE Investment, (iiiC) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (iA) through to (viC), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiD) as an ordinary resolution, the adjournment of the Extraordinary General Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in each case the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in accordance with favour of the SPAC Memorandum approval of the Shareholder Approval Matters and Articles(iii) shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Cayman ActPurchaser Recommendation. If, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Special Shareholder Meeting is scheduled, SPAC Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder ApprovalApproval Matters, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided thatSpecial Shareholder Meeting, in provided, that the event Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend date that is more than ten (10) Business Days in after the aggregate without date for which the Company’s consentSpecial Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, SPAC, Purchaser and Pubco and the Company will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesLaw, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (bc) SPAC Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Shareholder Meeting and the Redemption. Each of SPACPurchaser, Pubco Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPACMerger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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 has become false or misleading in any material respect or as otherwise required by applicable Laws. SPACPurchaser, the Company, Merger Sub and Pubco and the Company shall amend or supplement the Registration Statement and cause Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; providedPurchaser’s Organisational Documents. (d) Purchaser, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders Purchaser’s shareholders and, pursuant thereto, Purchaser shall call and convene the Extraordinary General Special Shareholder Meeting for a date no later than thirty (30) days in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Special Shareholder Meeting and the Redemption. (g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a)Signing Date, HUDA and Pubco shall jointly prepare, and Pubco shall file with the SEC (at the sole cost and expense of Pubco with respect to any applicable SEC filing fees and/or registration fees, subject to Section 10.3) a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (i) the Pubco Class A Stock and the Pubco Warrants Ordinary Shares to be issued under this Agreement to (A) the holders of SPAC HUDA Securities and prior to Company Holders at the Effective TimeTime and (B) Joining Sellers who first execute and deliver to HUDA, Pubco and the Company Seller ▇▇▇▇▇▇▇▇ after the date on which the Registration Statement shall have become effective (the “Registration Statement Effective Date”) (other than as a transferee of the Signing Seller or another Joining Seller who was a Joining Seller on or prior to the Registration Statement Effective Date) and which Seller Joinders contain an acknowledgement by such holders of Company Ordinary Shares that they have received the Proxy Statement prospectus with respect to the Transactions, and (ii) the distribution of up to fifty percent (50%) (such percentage to be determined by the Signing Seller prior to the Registration Statement Effective Date) of the Exchange Shares to be received by the Signing Seller to the shareholders (the “Parent Shareholders”) of its ultimate parent entity (the “Signing Seller Distribution”), which Registration Statement will also contain a proxy statement of SPAC HUDA (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders HUDA stockholders for the matters to be acted upon at the Extraordinary General Special Stockholder Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles HUDA’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares HUDA Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Stockholder Approval Matters. . (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders HUDA shareholders to vote, at an extraordinary general a special meeting of SPAC Shareholders HUDA stockholders to be called and held for such purpose (the “Extraordinary General Special Stockholder Meeting”), in favor of resolutions approving (iA) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination(including, to the extent required, the issuance of the Exchange Shares and any securities in any Transaction Financing), by the holders of HUDA Common Stock in accordance with HUDA’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (iiB) as a special resolutionto the extent required by the Federal Securities Laws or the Laws of the British Virgin Islands, the approval adoption of the SPAC MergerAmended Pubco M&A, (iiiC) the adoption and approval of a new equity incentive plan for Pubco Pubco, which will be in a form mutually satisfactory and substance reasonably acceptable to SPAC and the Company (the “Incentive Plan”), and HUDA and which will provide for that the total awards for under such equity incentive plan will be a number of shares of Pubco Class A Stock Ordinary Shares equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock Ordinary Shares issued and outstanding immediately after the Closing (after giving effect or such other percentage as reasonably agreed by HUDA, the Company, and Pubco prior to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive PlanRegistration Effective Date), (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (vD) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 7.14 hereof and 8.14 hereof, (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolutionE) the adoption and approval of an amendment to the Insider Letter, effective upon the Closing, to provide that up to an aggregate of 3,000,000 Pubco Ordinary Shares issued pursuant to this Agreement in exchange for the Founder Shares, HUDA Private Units, HUDA Private Shares and HUDA Rights, when added together with the Pubco Ordinary Shares issued pursuant to this Agreement in satisfaction of the Converted Sponsor Loans, will be released from the restrictions on Transfer (as defined in the Insider Letter) set forth therein (the “Insider Letter Amendment Approval”), (F) such other matters as the Company, Pubco and SPAC HUDA shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (iA) through (viF), collectively, the “SPAC Shareholder Stockholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiG) as an ordinary resolution, the adjournment of the Extraordinary General Special Stockholder Meeting, if necessary or desirable in the reasonable determination of SPACHUDA. (c) HUDA, acting through the HUDA Board (or a committee thereof), shall (i) make the HUDA Recommendation and include the HUDA Recommendation in each case the Proxy Statement, (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in accordance with favor of the SPAC Memorandum approval of the Stockholder Approval Matters, and Articles(iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. The HUDA Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, fail to make, qualify or modify, or publicly propose to change, withdraw, withhold, fail to make, qualify or modify, the Cayman Act, HUDA Recommendation. Without the DGCL and the rules and regulations prior written consent of the SEC and NYSE. If on Company, HUDA shall not be entitled to postpone or adjourn the date Special Stockholder Meeting except: (i) to the extent required by applicable Law; (ii) to ensure that any supplement or amendment to the Proxy Statement that HUDA has determined in good faith is required by applicable Law is disclosed to HUDA stockholders with sufficient time prior to the Special Stockholder Meeting for HUDA stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the Extraordinary General Special Stockholder Meeting is scheduledscheduled (as set forth in the Proxy Statement or its supplement), SPAC has not received there are insufficient shares of HUDA Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Stockholder Meeting; or (iv) in order to solicit additional proxies representing a sufficient number of shares from HUDA stockholders required to obtain the Required Shareholder HUDA Stockholder Approval; provided, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment adjournment, the Extraordinary General Special Stockholder Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any HUDA may make one or more successive postponements or adjournments of the Special Stockholder Meeting in accordance with the terms of this Agreement; provided, further that, such postponement or adjournment cannot extend more than ten five (105) Business Days in the aggregate without the Company’s prior written consent. . (d) In connection with the Registration Statement, SPAC, HUDA and Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesLaw, HUDA’s Organizational Documents, Pubco’s Organizational Documents, the Cayman Act Laws of the British Virgin Islands, the DGCL and the rules and regulations of the SEC and NYSENasdaq. SPAC HUDA and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto thereto, and will obtain the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed), in any case, prior to filing the same with the SEC. The Company Entities shall provide SPAC and Pubco HUDA with such reasonable information concerning the Target Companies Company Entities and their respective equityholdersSubsidiaries and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (be) SPAC HUDA and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Stockholder Meeting and the Redemption. Each of SPACHUDA, Pubco and the Company shall, and shall cause each of its their respective Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, other Parties and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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 Party has become aware that such information is determined to have has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC, HUDA and Pubco and the Company shall amend or supplement the Registration Statement and cause Pubco shall (at the sole cost and expense of HUDA) file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersHUDA’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and ArticlesHUDA’s Organizational Documents; provided, that neither HUDA nor Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (cf) SPAC HUDA and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC HUDA and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACHUDA, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such commentscomments and shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, including to the extent possible, participation deletions or changes suggested by the Company or other Parties and their counsel in discussions with the SECconnection therewith. (dg) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC HUDA and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders HUDA’s shareholders and, pursuant thereto, HUDA shall call and convene the Extraordinary General Special Stockholder Meeting in accordance with the DGCL for a date as promptly as practicable, but in no event later than thirty (30) days following the effectiveness of days, after the Registration Statement (the “SEC Approval Effective Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (eh) If Notwithstanding anything to the SPAC Shareholders approve contrary contained in this Agreement, each of HUDA, Pubco and the NTA Amendment at Company hereby agree that, without the Extraordinary General Meetingprior written consent of HUDA, then promptly Pubco and the Company, it will not accept or consent to a Seller Joinder executed by a holder of Company Shares (other than those that are expected to be a Pubco Insider immediately after the Extraordinary General Meeting and Closing) which is dated prior to the Closing, SPAC shall amend Registration Statement Effective Date or which does not contain an acknowledgement by such holder of Company Shares that it has received the SPAC Memorandum and Articles in accordance Proxy Statement prospectus with respect to the amendments contemplated by the NTA AmendmentTransactions. (fi) SPAC HUDA and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles HUDA’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Special Stockholder Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare, with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(aCompany, on behalf of itself and on behalf of the Targets (upon Targets’ consent), and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares shares of the Purchaser Common Stock redeemed (such rights to have their shares of the Purchaser Common Stock redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares in connection with the Financing), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, the approval adoption of the SPAC MergerSecond Amended and Restated Certificate of Incorporation of Purchaser in connection with the Mergers, (iii) the change of name of the Purchaser in connection with the Mergers, (iv) adoption and approval of a new equity incentive plan for Pubco plan, in a form mutually satisfactory reasonably acceptable to SPAC and the Company and Purchaser (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Purchaser Common Stock equal to (a) ten percent (10%) of the aggregate number of shares of Pubco Class A Purchaser Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision), as further set forth in the Incentive Plan, plus (ivb) the adoption and approval number of a new employee stock purchase planshares of Purchaser Common Stock underlying the Converted Stock Options, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Parent Stockholder Approval Matters”), and (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Parent Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies Company and the Targets and their respective equityholdersprospective stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of SPAC, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, Purchaser and their respective its Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding shall respond in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents; provided, however, that Pubco the Purchaser shall not amend or supplement the Registration Proxy Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned conditioned, or delayed. (c) SPAC and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to and the extent possible, participation by Purchaser shall consider any such comments timely made in good faith under the Company or their counsel in discussions with the SECcircumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s stockholders and the SPAC Shareholders Company Stockholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Special Meeting in accordance with the Securities Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, change of the name of the Purchaser and the adoption and approval of the SPAC MergerAmended Purchaser Charter, (iii) the adoption and approval of a new equity incentive plan for Pubco in a substantially the form mutually satisfactory agreed upon by the Parties prior to SPAC and the Company Closing (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Purchaser Class A Common Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Purchaser Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan), (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof and 5.17 hereof, (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Shareholder Purchaser Stockholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiivi) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act DGCL and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of SPAC, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, SPACafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedPurchaser’s Organizational Documents. (c) SPAC and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s stockholders and the SPAC Shareholders Company Stockholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Special Meeting in accordance with the DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, SPAC and Pubco and the Company shall prepare with the reasonable assistance of the Company, and, as promptly as practicable after delivery by the Company completion of the Required Financial Statements pursuant to Company’s audited financial statements described in Section 7.4(a8.4(a), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Pubco Class A Stock and the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities Class A Ordinary Shares and to the holders of Company Holders Interests at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger and authorization of SPAC’s entry into the SPAC Plan of Merger, and (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Sellers, the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (i) through (viiii), collectively, the “SPAC Shareholder Approval Matters”), (viiiv) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiv) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d8.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, SPAC and Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco shall cooperate and provide the Company Sellers (and its their counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company and the Sellers shall provide SPAC and Pubco with such information concerning the Target Companies Company, the Sellers and their respective equityholdersshareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company and any Seller shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, SPAC and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the CompanySPAC, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company Sellers with copies of any written comments, and shall inform the Company Sellers of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company Sellers and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company Sellers or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”)Statement. SPAC shall, through the SPAC Board, subject to Section 8.11(d)(ii), recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. . (i) Subject to their duties under Cayman Islands lawSection 8.11(d)(ii), the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (eii) If Notwithstanding anything to the contrary contained in this Agreement, the SPAC Board may, at any time prior to, but not after, obtaining the Required Shareholder Approval, make a Modification in Recommendation in response to an Intervening Event (an “Intervening Event Change in Recommendation”) if the SPAC Board determines in good faith, based on the advice of its outside legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the SPAC Board under applicable Law; provided that: (A) the Company shall have received written notice from SPAC of SPAC’s intention to make an Intervening Event Change in Recommendation at least five (5) Business Days prior to the taking of such action by SPAC (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail (including the facts and circumstances providing the basis for the determination by the SPAC Board to effect such Intervening Event Change in Recommendation), (B) during the Intervening Event Notice Period and prior to making an Intervening Event Change in Recommendation, if requested by the Company, SPAC and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the SPAC Board to proceed with its recommendation of this Agreement and the Transactions and not make such Intervening Event Change in Recommendation, (C) the SPAC and its Representatives shall have provided to the Company and its Representatives all applicable information with respect to such Intervening Event reasonably requested by the Company to permit the Company to propose revisions to the terms of this Agreement and (D) if the Company requested negotiations in accordance with the foregoing sub-clause (B), the SPAC Board may make an Intervening Event Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5) Business Day period, offered in writing in a manner that would form a binding contract if accepted by SPAC (and the other applicable Parties), continues to determine in good faith, based on the advice of outside counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the SPAC Shareholders approve under applicable Law. An “Intervening Event” shall mean any material and negative event after the NTA Amendment at date of this Agreement that (i) was not known and was not reasonably foreseeable to the SPAC Board as of the date of this Agreement (or the consequences or magnitude of which were not reasonably foreseeable to the SPAC Board as of the date of this Agreement), which becomes known to the SPAC Board prior to the Extraordinary General Meeting, then promptly after and (ii) does not relate to and excludes, whether alone or in combination, (A) any Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (B) the Extraordinary General Meeting and prior Transactions and/or this Agreement or any Ancillary Document (or any actions taken pursuant to this Agreement or any Ancillary Document, including obtaining all Consents required to be obtained from any Governmental Authority or any other Person), (C) any change in the price or trading volume of SPAC Class A Ordinary Shares, (D) any Action filed or threatened against SPAC or any member of the SPAC Board arising out of or related to the ClosingTransactions by any Person and (E) any change, SPAC event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Material Adverse Effect with respect to the Company has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iii) and (iv) of the definition thereof. For the avoidance of doubt, (x) an Intervening Event Change in Recommendation shall amend constitute a Modification in Recommendation, and (y) in the event that the SPAC Memorandum and Articles Board does not make an Intervening Event Change in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSERecommendation, the SPAC Memorandum and Articles and this Agreement Board, in furtherance of its fiduciary duty, shall still be permitted to advise SPAC Shareholders of their right to redeem in the preparation, filing Redemption and distribution of provide the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, SPAC Shareholders with a detailed explanation and the calling and holding of, the Extraordinary General Meeting and the Redemptionrationale for such advice.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser and Pubco shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Class A Common Stock and the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities Purchaser Common Stock and the Company Stockholders pursuant to Company Holders at the Effective TimeMergers, (y) the Pubco Public Warrants, and (z) the CVRs, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Mergers and the Domestication (and, to the extent required, the issuance of any shares in connection with the Purchaser Transaction Financing, if any), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Act, the DCGL and the rules and regulations of the SEC and NYSE, (ii) as a special resolution, the approval effecting of the SPAC MergerDomestication, (iii) the change of name of Pubco and the adoption and approval of the Organizational Documents, (iv) adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company Purchaser (the “Incentive Plan” or “Post-Closing Equity Plan”), and which will provide for awards for a number of shares of Pubco Class A Common Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision), as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and 6.17 hereof, (vi) the amendment of the Stock Escrow Agreement to shorten the lock-up period applicable to securities of the Purchaser issued at the time of the IPO as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum Founder Shares thereunder and Articles, join Pubco as a special resolutionparty thereto; (vii) the adoption and approval of such other matters (or, to the extent applicable, excluding such approval matters) as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vivii), collectively, the “SPAC Purchaser Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Purchaser and Pubco and the Company will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act Act, the DGCL and the rules and regulations of the SEC and NYSE. SPAC Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Purchaser shall consider in good faith any such comments timely made. The Company shall promptly provide SPAC Purchaser and Pubco with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein based on information supplied by Purchaser, Merger Subs or Sponsor for inclusion or incorporation by reference in the Registration Statement of any SEC filings of the Purchaser or the Proxy Statement provided to the Purchaser’s stockholders. (b) SPAC Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of SPACPurchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser, SPACPubco and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Purchaser and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; Purchaser’s Organizational Documents, provided, however, that Pubco the Purchaser shall not amend or supplement the Registration Statement without providing the prior written consent of SPAC and the Company, which consent shall not Company with reasonably opportunity to be unreasonably withheld, conditioned comment or delayedsupplement. (c) SPAC Each of Pubco and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACPurchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to and the extent possible, participation by Purchaser shall consider in good faith any such comments timely made under the Company or their counsel in discussions with the SECcircumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s shareholders and the SPAC Shareholders Company Stockholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Special Meeting in accordance with the Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting Purchaser and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. Within twenty (a20) days of the Initial Listing Date, Company will file a registration statement on Form S-1 (the “Second Registration Statement”) registering at least 25,000,000 Common Shares for the resale of the Purchase Shares, and any other Common Shares issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. Except where the context otherwise requires, the Second Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Second Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Common Shares registered at all times to accommodate the full Commitment Amount. Following effectiveness of the date Second Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Second Registration Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities. For the avoidance of doubt, if the SEC prevents Company from including any or all of the Common Shares for the resale of the Purchase Shares, and any other Common Shares issuable pursuant to this Agreement or the Pre-Paid Purchases for registration pursuant to a Registration Statement due to limitations on the use of Rule 415 under the 1933 Act, then Company will not be deemed to be in breach of this AgreementAgreement or any other Transaction Documents, SPAC, Pubco and the Company shall prepare and, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant being permitted to Section 7.4(a), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration register additional Securities under Rule 415 under the Securities Act of 1933 Act, Company shall amend the Pubco Class A Stock and the Pubco Warrants Registration Statement or file a new Registration Statement to be issued under this Agreement to the holders of SPAC register such additional Securities and to Company Holders at the Effective Time, which cause such amendment or Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, become effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleadingpracticable. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco shares of Purchaser Class A Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC shares of Purchaser Class A Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger and the issuance of the Merger Consideration pursuant to this Agreement (and, to the extent required, the issuance of any shares in connection with the PIPE Offering or any other financing which involves the issuance of Purchaser Common Stock), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) as a special resolution, the approval of the SPAC Merger, (iii) the adoption and approval of a new the Amended Purchaser Charter; (iii) adoption and approval of an equity incentive plan for Pubco in a form and substance mutually satisfactory acceptable to SPAC the Company and the Company Purchaser (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Purchaser Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) Recapitalization, the Redemption and shall include a customary evergreen provision, as further set forth in the Incentive Plan, PIPE Offering); (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof and 5.17 hereof, such appointment to be effective on the Closing Date; (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Shareholder Purchaser Stockholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), ; and (viiivi) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act DGCL and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption, and the Company shall assist in such efforts and shall provide such information concerning the Company, its financial statements and its management as is necessary for inclusion in the Registration Statement. Each of SPAC, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedPurchaser’s Organizational Documents. (c) SPAC and PubcoPurchaser, with the assistance of the other PartiesCompany, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s stockholders and the SPAC Shareholders Company Stockholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Special Meeting in accordance with the DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a)Signing Date, SPAC and Pubco shall jointly prepare, and Pubco shall file with the SEC (at the sole cost and expense of SPAC with respect to any applicable SEC filing fees and/or registration fees, subject to Section 8.3) a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Ordinary Shares to be issued under this Agreement to the holders of SPAC Securities and Company Securities immediately prior to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders shareholders for the matters to be acted upon at the Extraordinary General SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at an extraordinary general meeting of SPAC Shareholders shareholders to be called and held for such purpose (the “Extraordinary General SPAC Shareholder Meeting”), in favor of resolutions approving (iA) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination(including, to the extent required, the issuance of the Merger Shares and any securities in any Transaction Financing), by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, Cayman Islands Law and the rules and regulations of the SEC and NYSE, (iiB) the Mergers and the entry by SPAC into the SPAC Plan of Merger, (C) as a special resolution, to the approval extent required by the Federal Securities Laws or the Laws of the SPAC MergerCayman Islands the adoption of the Amended Pubco Organizational Documents, (iiiD) the adoption and approval of a new equity incentive plan for Pubco (the “Pubco Equity Plan”), which Pubco Equity Plan will (I) be in form and substance reasonably acceptable to the Company, Pubco and SPAC, (II) provide that the total awards under the Pubco Equity Plan will be a form mutually satisfactory number of Pubco Class A Ordinary Shares equal to fifteen percent (15%) (or such other percentage as agreed to by SPAC and the Company (prior to the “Incentive Plan”), and which will provide for awards for a number effectiveness of shares of Pubco Class A Stock equal to ten percent (10%the Registration Statement) of the aggregate number of shares of Pubco Class A Stock issued and outstanding Fully-Diluted Shares immediately after the Closing Closing, (after giving effect III) contain an annual “evergreen” provision to increase to the Redemptionsize of the award pool under the Pubco Equity Plan on the first day of each calendar year by an amount equal to five percent (5%) (or such other percentage as agreed to by SPAC and shall include a customary evergreen provision, as further set forth in the Incentive PlanCompany prior to the effectiveness of the Registration Statement) of the Pubco Fully-Diluted Shares on such day, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (vE) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 7.14 hereof and 6.14 hereof, (viF) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (iA) through (viF), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiG) as an ordinary resolution, the adjournment of the Extraordinary General SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) SPAC, in each case in accordance with acting through the SPAC Memorandum Board, shall (i) make the SPAC Recommendation and Articlesinclude the SPAC Recommendation in the Proxy Statement, (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the SPAC Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the SPAC Shareholder Approval Matters. Subject to Section 6.11(h), the Cayman ActSPAC Board shall not change, withdraw, withhold, fail to make, qualify or modify, or publicly propose to change, withdraw, withhold, fail to make, qualify or modify, the DGCL SPAC Recommendation, and the rules and regulations SPAC Board Special Committee shall not recommend or publicly propose to recommend to the Board to do any of the SEC and NYSEforegoing (any of the foregoing, a “Modification in Recommendation”). If on Without the date prior written consent of the Company, SPAC shall not be entitled to postpone or adjourn the SPAC Shareholder Meeting except: (i) to the extent required by applicable Law; (ii) to ensure that any supplement or amendment to the Proxy Statement that SPAC has determined in good faith is required by applicable Law is disclosed to SPAC shareholders with sufficient time prior to the SPAC Shareholder Meeting for SPAC shareholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the Extraordinary General SPAC Shareholder Meeting is scheduledscheduled (as set forth in the Proxy Statement or its supplement), there are insufficient SPAC has not received Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Shareholder Meeting; or (iv) in order to solicit additional proxies representing a sufficient number of shares from SPAC shareholders required to obtain the Required SPAC Shareholder Approval; provided, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment adjournment, the Extraordinary General SPAC Shareholder Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any SPAC may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with the terms of this Agreement; provided, further that, such postponement or adjournment cannot extend more than ten five (105) Business Days in the aggregate without the Company’s prior written consent. . (c) In connection with the Registration Statement, SPAC, SPAC and Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesLaw, SPAC’s Organizational Documents, Pubco’s Organizational Documents, the Laws of the Cayman Act Islands and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto thereto, and will obtain the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed), in any case, prior to filing the same with the SEC. The Company Entities shall provide SPAC and Pubco with such reasonable information concerning the Target Companies Company Entities and their respective equityholdersSubsidiaries and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (bd) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its their respective Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, other Parties and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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 Party has become aware that such information is determined to have has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC, SPAC and Pubco and the Company shall amend or supplement the Registration Statement and cause Pubco shall (at the sole cost and expense of SPAC) file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersSPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and ArticlesSPAC’s Organizational Documents; provided, that neither SPAC nor Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (ce) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such commentscomments and shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, including to the extent possible, participation deletions or changes suggested by the Company or other Parties and their counsel in discussions with the SECconnection therewith. (df) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to SPAC’s shareholders and, SPAC shall call the SPAC Shareholders and, pursuant thereto, shall call and convene Shareholder Meeting in accordance with the Extraordinary General Meeting Cayman Companies Act for a date as promptly as practicable, but in no event later than thirty (30) days following days, after the effectiveness of date that the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”)have become effective. (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (fg) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. (h) Notwithstanding anything to the contrary contained in this Agreement, the SPAC Board may, at any time prior to, but not after, obtaining the Required Shareholder Approval, make a Modification in Recommendation in response to an Intervening Event (an “Intervening Event Change in Recommendation”) if the SPAC Board determines in good faith, based on the written advice of its outside legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the SPAC Board under the Cayman Companies Act and other applicable Law; provided that: (A) the Company shall have received written notice from SPAC of SPAC’s intention to make an Intervening Event Change in Recommendation at least ten (10) Business Days prior to the taking of such action by SPAC (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail (including the facts and circumstances providing the basis for the determination by the SPAC Board to effect such Intervening Event Change in Recommendation), (B) during the Intervening Event Notice Period and prior to making an Intervening Event Change in Recommendation, if requested by the Company, SPAC and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the SPAC Board in compliance with its fiduciary duties under the Cayman Companies Act and other applicable Law to proceed with the SPAC Recommendation and not make such Intervening Event Change in Recommendation, (C) the SPAC and its Representatives shall have provided to the Company and its Representatives all applicable information with respect to such Intervening Event reasonably requested by the Company to permit the Company to propose revisions to the terms of this Agreement and (D) if the Company requested negotiations in accordance with the foregoing sub-clause (B), the SPAC Board may make an Intervening Event Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the ten (10) Business Day period, offered in writing in a manner that would form a binding contract if accepted by SPAC (and the other applicable Parties), continues to determine in good faith, based on the written advice of outside counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the SPAC’s shareholders under the Cayman Companies Act and other applicable Law. An “Intervening Event” shall mean any event that (i) is material and adverse to the business, assets, Liabilities, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, (ii) was not known and was not reasonably foreseeable to the SPAC Board as of the Signing Date (or the consequences or magnitude of which were not reasonably foreseeable to the SPAC Board as of the Signing Date), which becomes known to the SPAC Board after the Signing Date and prior to the SPAC Shareholder Meeting, and (iii) does not relate to and excludes, whether alone or in combination, (A) any Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (B) the Transactions and/or this Agreement or any Ancillary Document (or any actions taken pursuant to this Agreement or any Ancillary Document, including obtaining all Consents required to be obtained from any Governmental Authority or any other Person), (C) any change in the price or trading volume of SPAC Class A Ordinary Shares, (D) any Action filed or threatened against SPAC or any member of the SPAC Board arising out of or related to the Transactions by any Person and (E) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Material Adverse Effect with respect to the Company has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iii), (iv), (vi) or (vii) of the definition thereof. Notwithstanding anything to the contrary contained in this Agreement, during an Intervening Event Notice Period, the obligations of SPAC and/or the SPAC Board to make filings with the SEC with respect to the proposals contemplated herein, to give notice for or to convene a meeting, or to make a recommendation, shall be tolled to the extent reasonably necessary until such time as SPAC has filed an update to the Registration Statement with the SEC (which SPAC shall file as promptly as practicable after the Intervening Event Change in Recommendation), and in the event a filing and/or notice for a meeting was made prior to the Intervening Event Notice Period, SPAC shall be permitted to adjourn such meeting and to amend such filing as necessary in order to provide sufficient time for the SPAC’s shareholders to consider any revised recommendation.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, vote at an extraordinary general a special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, the adoption and approval of the SPAC MergerAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory and substance reasonably acceptable to SPAC and the Company Parties (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Purchaser Common Stock equal to ten (A) fifteen percent (1015%) of the aggregate number of shares of Pubco Class A Purchaser Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan), (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (vvi) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof and 5.17 hereof, (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Shareholder Purchaser Stockholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiivi) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of SPAC, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, SPACafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents; provided, however, that Pubco the Purchaser shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, consultation with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their Company as is reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SECcircumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued under this Agreement to the holders shareholders and rightsholders of SPAC Securities the Company and to Company Holders at the Effective TimePurchaser, which Registration Statement will also contain a proxy statement of SPAC Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the Extraordinary General Meeting (as defined below) and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (iA) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination(including, to the extent required, the issuance of the Company Merger Consideration), by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and Nasdaq, (iiB) as a special resolution, the adoption and approval of the SPAC Second Merger Plan of Merger, the Second Merger and the Second Surviving Company Charter, (iiiC) as an ordinary resolution, the adoption and approval of a new equity incentive plan for of Pubco in a form mutually satisfactory to SPAC and the Company (the “Equity Incentive Plan”), and ) which will provide for that the total pool of awards for under such Equity Incentive Plan will be a number of shares of Pubco Class A Stock Ordinary Shares equal to ten five percent (105%) of the aggregate number of shares of Pubco Class A Stock Ordinary Shares issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, (D) as further set forth in the Incentive Planan ordinary resolution, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 7.14 hereof and hereof, (viE) as an ordinary resolution resolution, the appointment of the directors constituting the post-Closing board of directors of the Purchaser , (or if F) as an ordinary resolution, to the extent required by applicable Law or the SPAC Memorandum and ArticlesFederal Securities Laws, as a special resolution) the Cayman Companies Act, the adoption of the Amended Pubco Charter, and (G) with the requisite approval of required under the Purchaser Charter, the Cayman Companies Act or any other applicable Law, such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (iA) through (viG), collectively, the “SPAC Purchaser Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiH) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided mutually agreed by the Company shall be true and correct and not 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 materially misleadingPurchaser. (b) SPAC Pubco, Purchaser and Pubco the Company each shall take any use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all reasonable 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, (iv) to keep the Registration Statement effective as long as is necessary actions required to consummate the Mergers, and (v) to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of SPACPurchaser 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 Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that Purchaser, Pubco and the Company shallis responsible for filing with the SEC in connection with the 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. Each of the Company, Purchaser and Pubco also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the Transactions. (c) The Company, each Acquisition Entity and Purchaser shall furnish all information concerning such party as Purchaser and the Company may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement. Each of Purchaser and the Company represents to the other party that the information supplied by 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 shareholders of Purchaser, (iii) the time of the Extraordinary General Meeting of Purchaser, and shall cause each of its Subsidiaries to(iv) the Effective Time. If, make their respective directorsat any time prior to the Effective Time, officers and employeesany event or circumstance relating to Purchaser (with respect to Purchaser), upon reasonable advance notice, available or relating to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings First Merger Sub or Second Merger Sub (with respect to the TransactionsCompany), including or their respective officers or directors, should be discovered by Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, and responding in a timely manner to comments from Purchaser or the SECCompany (as applicable) shall promptly inform the other. Each Party 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. SPAC, Purchaser and Pubco and the Company shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and cause Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (d) Purchaser, Pubco and the SPAC Memorandum and Articles; providedCompany each will advise the other, that Pubco shall not amend promptly after they receive notice thereof, of any request by the SEC for amendment of the Proxy Statement or supplement the Registration Statement without or comments thereon and responses thereto or requests by the prior written consent of SPAC SEC for additional information, and the Company, which consent shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance any response to comments of the other Parties, shall promptly respond SEC with respect to any SEC comments on the Proxy Statement or the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effectiveStatement. SPAC Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACPurchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Proxy Statement, the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s shareholders in accordance with the SPAC Shareholders applicable Law and, pursuant thereto, Purchaser shall call and convene the Extraordinary General Meeting in accordance with Purchaser’s Organizational Documents and the Cayman Companies Act as promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement (for the “SEC Approval Date”). SPAC shall, through purpose of voting on the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Purchaser Shareholder Approval Matters and include obtaining the Required Shareholder Approval (including any adjournment or postponement of such recommendation meeting for the purpose of soliciting additional proxies in favor of the Proxy Statementadoption of this Agreement), providing Purchaser Shareholders with the opportunity to elect to effect a Redemption and such changes other matters as may be mutually agreed by Purchaser and the PartiesCompany. Subject Purchaser will use its reasonable best efforts to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify (A) solicit from its recommendation to the SPAC Shareholders that they vote shareholders proxies in favor of the SPAC adoption of this Agreement and the Purchaser Shareholder Approval Matters Matters, including the Required Shareholder Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules (as applicable) and Purchaser’s Organizational Documents. Purchaser, acting through its board of directors (or a “Modification committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in Recommendation”). the Proxy Statement and (eii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Purchaser Shareholder Approval Matters. If on the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after date for which the Extraordinary General Meeting is scheduled, Purchaser has not received proxies and prior votes representing a sufficient number of shares to obtain the ClosingRequired Shareholder Approval, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Lawswhether or not a quorum is present, any applicable rules and regulations Purchaser may make one or more successive postponements or adjournments of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval Matters or otherwise take actions consistent with Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between Purchaser and the RedemptionCompany. Purchaser shall use its best efforts to obtain the approval of the Purchaser Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of the Purchaser Shareholder Approval Matters, and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Purchaser Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger and the Conversion (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Companies Act, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolutionthe effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the SPAC MergerConversion Organizational Documents, (iiiiv) the adoption and approval of a new equity incentive plan for Pubco plan, in a form to be mutually satisfactory to SPAC agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Purchaser Common Stock (including those for the Assumed Options) equal to ten twenty percent (1020%) of the aggregate number of shares of Pubco Class A Purchaser Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan), (ivv) the adoption and approval of a new a new employee stock purchase planplan in a form to be mutually agreed between Purchaser and the Company (the “ESPP””), which shall include will provide for awards of purchase rights for a customary number of shares of Purchaser Common Stock, with an initial pool of five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption with an annual evergreen provisionof two percent (2%) of the total number of shares of Purchaser Common Stock issued and outstanding, as of the day prior to such increase, (vvi) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof and 5.17 hereof, (vivii) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vivii), collectively, the “SPAC Purchaser Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act Companies Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of SPAC, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, SPACafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Purchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedPurchaser’s Organizational Documents. (c) SPAC and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s shareholders and the SPAC Shareholders Company Stockholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Special Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. (aA) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare andThe Registration Statement, as promptly amended to cover the offering, issuance and sale by ARS of such number of shares of ARS Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as practicable after delivery by the Company shall yield aggregate cash proceeds to ARS from that sale (net of the Required Financial Statements Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable ARS to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Merger Consideration then to be delivered pursuant to Section 7.4(a)2.04, file with (2) the SEC total cash portion of the Merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a registration statement on Form S-4 result of the consummation of the Merger or other acquisition transactions contemplated thereby and (as amended or supplemented from 3) the total amount of Indebtedness of the Founding Companies and ARS which the Registration Statement discloses at the time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration it becomes effective under the Securities Act of will be repaid on the Pubco Class A Stock IPO Closing Date with proceeds received by ARS from the IPO and the Pubco Warrants to be issued Other Financing Sources, shall have been declared effective under this Agreement to the holders of SPAC Securities and to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required Act by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition ; (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in B) no stop order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following suspending the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed shall have been issued by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date forSEC, and the calling SEC shall not have initiated or threatened to initiate Litigation for that purpose; and holding of(C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from ARS on a firm commitment basis for resale to the Extraordinary General Meeting and public initially at the RedemptionIPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of ARS Common Stock covered by the Registration Statement as, when multiplied by the price per share of ARS Common Stock to be paid by the Underwriter to ARS pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco shares of Purchaser Class A Common Stock and the Pubco Warrants to be issued under this Agreement to Joining Sellers who first execute and deliver to the Purchaser, the Company and the Representative Parties Seller ▇▇▇▇▇▇▇▇ after the date on which the Registration Statement shall have become effective (other than as a transferee of a Signing Seller or another Joining Seller who was a Joining Seller on or prior to the date of effectiveness of the Registration Statement) and which Seller Joinders contain an acknowledgement by such holders of SPAC Securities and Company Ordinary Shares that they have received the Registration Statement prospectus with respect to Company Holders at the Effective Timetransactions contemplated by this Agreement, which Registration Statement will also contain a proxy statement of SPAC the Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC shares of Purchaser Class A Ordinary Shares Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Purchaser Stockholder Approval Matters. . (b) Notwithstanding anything to the contrary contained in this Agreement, each of the Purchaser and the Company hereby agree that, without the prior written consent of the Purchaser and the Company, it will not accept or consent to a Seller Joinder executed by a holder of Company Ordinary Shares (other than a Company Insider) which is dated prior to the effective date of the Registration Statement or which does not contain an acknowledgement by such holder of Company Ordinary Shares that it has received the Registration Statement prospectus with respect to the transactions contemplated by this Agreement. (c) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Share Exchange (and, to the extent required, the issuance of any shares in connection with any Transaction Financing), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and NYSE; (ii) as a special resolution, the adoption and approval of the SPAC Merger, amended and restated Certificate of Incorporation of the Purchaser included in the Amended Purchaser Organizational Documents; (iii) the adoption and approval of a new equity incentive plan for Pubco in a form to be mutually satisfactory to SPAC agreed by the Purchaser and the Company Company, each acting reasonably (the “Incentive Plan”), and which Incentive Plan will provide for awards for a number of shares of Pubco Purchaser Class A Common Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Purchaser Class A Common Stock issued and outstanding immediately after the Closing (after giving effect to the Closing Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, ); (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof and 6.15 hereof; (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Share Exchange and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Shareholder Purchaser Stockholder Approval Matters”), ; (viivi) as a special resolution, an amendment to the SPAC Memorandum Purchaser’s Amended and ArticlesRestated Certificate of Incorporation, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets “Redemption Limitation” requirements set forth in Sections 9.2(a), 9.2(e) and 9.2(f) thereof in connection with the SPAC Memorandum and Articles transactions contemplated by this Agreement (the “NTA Redemption Limitation Amendment”), and (viiivii) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser. (d) If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act DGCL and the rules and regulations of the SEC and NYSENYSE or other applicable National Exchange. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (be) SPAC and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption. Each of SPAC, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, SPACafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedPurchaser’s Organizational Documents. (cf) SPAC and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (dg) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC the Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders Purchaser’s stockholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Special Meeting in accordance with the DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (eh) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSENYSE or other applicable National Exchange on which Purchaser Class A Common Stock will be listed, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Closing Redemption. (i) If the Purchaser’s stockholders approve the Redemption Limitation Amendment at the Purchaser Special Meeting, then promptly after the Purchaser Special Meeting and prior to the Closing, the Purchaser shall amend the Purchaser’s Organizational Documents in accordance with the amendments contemplated by the Redemption Limitation Amendment.

The Registration Statement. (a) Following As promptly as practicable after the date of this Agreementhereof, SPAC, Pubco and the Company shall prepare andprepare, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a), and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Common Stock and the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities Ordinary Shares, SPAC Rights and to the Company Holders at Stockholders pursuant to the Effective TimeMergers, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders shareholders for the matters to be acted upon at the SPAC Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus SPAC’s Organizational Documents to have their SPAC Class A Ordinary Public Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at an extraordinary general meeting of SPAC Shareholders shareholders to be called and held for such purpose (the “SPAC Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement Agreement, the Ancillary Documents and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares in connection with Transaction Financing, if any), by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Act, the DGCL and the rules and regulations of the SEC and NASDAQ, (ii) as a special resolution, the adoption and approval of the SPAC MergerAmended Pubco Charter (as hereinafter defined), (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan” or “Post-Closing Equity Plan”), and which will provide for awards for a number of shares of Pubco Class A Common Stock equal to ten five percent (105%) of the aggregate number of shares of Pubco Class A Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision), as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and ‎6.17 hereof, (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters (or, to the extent applicable, excluding such approval matters) as the Company, Pubco Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Shareholder Approval Matters”), and (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the SPAC Extraordinary General MeetingMeeting to a later date or dates, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the SPAC Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the SPAC Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentMeeting. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesSPAC’s Organizational Documents, the Cayman Act Act, the DGCL and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SECNASDAQ. The Company shall promptly provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC SPAC, Pubco and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and ArticlesSPAC’s Organizational Documents, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, Pubco and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC shareholders and the SPAC ShareholdersCompany Stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedSPAC’s Organizational Documents. (c) Each of Pubco, SPAC and Pubco, with the assistance of the other Parties, Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC (the “SEC Approval Date”), SPAC and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to SPAC’s shareholders and the SPAC Shareholders Company Stockholders, and, pursuant thereto, shall call and convene the SPAC Extraordinary General Meeting in accordance with SPAC’s Organizational Documents and the Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (or as otherwise agreed upon by SPAC and the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”)Company. (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENASDAQ, the SPAC Memorandum and Articles SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the of SPAC Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued under this Agreement to the holders shareholders, rightholders and warrantholders of SPAC Securities the Company and to Company Holders at the Effective TimePurchaser, which Registration Statement will also contain a proxy statement of SPAC Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the Extraordinary General Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser shareholders to be called and held for such purpose (the “Extraordinary General Special Shareholder Meeting”), in favor of resolutions approving (iA) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination(including, to the extent required, the issuance of the Company Share Consideration), by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, the approval of the SPAC Merger, (iiiB) the adoption and approval of a new equity incentive plan for of Pubco in a form mutually satisfactory to SPAC and the Company (the “Equity Incentive Plan”), which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide for that the total pool of awards for under such Equity Incentive Plan will be a number of shares of Pubco Class A Stock Ordinary Shares equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock Ordinary Shares issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (vC) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 7.14 hereof hereof, (D) to the extent required by the Federal Securities Laws, the BVI Act, the adoption of the Amended Pubco Charter, and (viE) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (iA) through (viE), collectively, the “SPAC Purchaser Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiF) as an ordinary resolution, the adjournment of the Extraordinary General Special Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided mutually agreed by the Company shall be true and correct and not 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 materially misleadingPurchaser. (b) SPAC Pubco, the Purchaser and Pubco the Company each shall take any use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all reasonable 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, (iv) to keep the Registration Statement effective as long as is necessary actions required to consummate the Mergers, and (v) to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by the Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of SPACthe Purchaser 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 the Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that the Purchaser, Pubco and the Company shallis responsible for filing with the SEC in connection with the 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. (c) Each of the Purchaser and the Company represents to the other party that the information supplied by 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 shareholders of the Purchaser, (iii) the time of the Special Shareholder Meeting of the Purchaser, and shall cause each of its Subsidiaries to(iv) the Effective Time. If, make their respective directorsat any time prior to the Effective Time, officers and employeesany event or circumstance relating to the Purchaser (with respect to the Purchaser), upon reasonable advance notice, available or relating to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings First Merger Sub or Second Merger Sub (with respect to the TransactionsCompany), including or their respective officers or directors, should be discovered by the Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, and responding in a timely manner to comments from the SECPurchaser or the Company (as applicable) shall promptly inform the other. Each Party 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. SPAC, Purchaser and Pubco and the Company shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and cause Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (d) Purchaser, Pubco and the SPAC Memorandum and Articles; providedCompany each will advise the other, that Pubco shall not amend promptly after they receive notice thereof, of any request by the SEC for amendment of the Proxy Statement or supplement the Registration Statement without or comments thereon and responses thereto or requests by the prior written consent of SPAC SEC for additional information, and the Company, which consent shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance any response to comments of the other Parties, shall promptly respond SEC with respect to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effectiveProxy Statement. SPAC Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACPurchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Special Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders Purchaser’s shareholders and, pursuant thereto, Purchaser shall call the Special Shareholder Meeting in accordance with the Purchaser’s Organizational Documents and convene the Extraordinary General Meeting BVI Act as promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement. Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend ii) use its commercially reasonable efforts to the SPAC Shareholders solicit from its shareholders proxies or votes in favor of the approval of the SPAC Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Purchaser Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of the Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval Matters and include or otherwise take actions consistent with the Purchaser’s obligations pursuant to Section 7.9, or for such recommendation in the Proxy Statement, with such changes as additional periods of time that may be mutually agreed upon between the Purchaser and the Company. The Purchaser shall use its best efforts to obtain the approval of the Purchaser Shareholder Approval Matters, including by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify soliciting from its recommendation to the SPAC Shareholders that they vote shareholders proxies as promptly as possible in favor of the SPAC Purchaser Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date forMatters, and shall take all other action necessary or advisable to secure the calling and holding of, the Extraordinary General Meeting and the Redemptionrequired vote or consent of its shareholders.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the SPAC shall prepare, with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Class A Stock and the Pubco Warrants New PubCo Common Shares to be issued under this Agreement as the Common Amalgamation Consideration, (y) the Convertible Note Shares to be issued in respect of the holders Company Shares issued pursuant to conversion of the Company Convertible Notes and (z) the replacement New PubCo Securities to be issued in the SPAC Securities and to Company Holders at the Effective TimeContinuance, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC Shareholders for the matters to be acted upon at the Extraordinary General SPAC Special Meeting and providing the SPAC Public Shareholders an opportunity opportunity, in accordance with the SPAC Memorandum and Articles and the IPO Prospectus SPAC’s Organizational Documents, to have their SPAC Class A Ordinary Shares redeemed (such rights to have their SPAC Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC Shareholders to vote, at an extraordinary general a special meeting of the SPAC Shareholders to be called and held for such purpose (the “Extraordinary General SPAC Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein by the SPAC Shareholders in accordance with the SPAC’s Organizational Documents, (ii) the effecting of the SPAC Continuance, including the conversion of SPAC Class A Shares and SPAC Class B Shares contemplated hereby, (iii) the issuance of New PubCo Common Shares, including any New PubCo Common Shares to be issued in connection with the Financing, as may be required under Nasdaq’s listing requirements, (iv) a special resolutionnon-binding advisory vote on the adoption and approval of certain differences between the existing SPAC Charter and bylaws and the New PubCo Organizational Documents, (v) the adoption and approval of the SPAC MergerNew PubCo Organizational Documents, (iiivi) the adoption and approval of a new equity incentive plan for Pubco plan, in a form mutually satisfactory reasonably acceptable to SPAC the Company and the Company (the “Incentive Plan”)SPAC, and which will provide for awards the reservation for future issuance of a number of shares of Pubco Class A Stock New PubCo Common Shares equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock New PubCo Common Shares issued and outstanding immediately after the Closing (calculated after giving effect to the Redemption) , assuming full exercise of the Converted Options and shall include a customary evergreen provision, as further set forth in the Incentive PlanConverted Warrants and settlement of the Converted RSUs), (ivvii) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the TransactionsArrangement, the Amalgamation and the other transactions contemplated by this Agreement, (the approvals described in foregoing clauses (i) through (vivii), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General SPAC Special Meeting, if necessary or desirable in the reasonable determination of the SPAC, and (ix) any other proposals as the SEC or Nasdaq may indicate are necessary in its comments to the Registration Statement or correspondence related thereto. (b) Notwithstanding anything to the contrary contained in this Agreement, the SPAC may (and, in the case of the following clause (ii), at the request of the Company, shall) adjourn the SPAC Special Meeting for a period of no longer than fifteen (15) calendar days (in each case): (i) after consultation with the Company, to the extent necessary to ensure that any supplement or amendment to the Registration Statement that the SPAC Board has determined in good faith is required by applicable Law be provided to the SPAC Public Shareholders; (ii), in each case in accordance with the SPAC Memorandum and Articlescase, the Cayman Actfor one (1) or more periods, the DGCL and the rules and regulations (x) if as of the SEC and NYSE. If on the date time for which the Extraordinary General SPAC Special Meeting is scheduledoriginally scheduled (as set forth in the Registration Statement), there are insufficient voting equity interests of the SPAC has not received proxies representing a sufficient number of shares represented (either in person or by proxy) to obtain the Required Shareholder Approval, whether or not constitute a quorum is present, SPAC may make one or more successive postponements or adjournments necessary to conduct the business of the Extraordinary General SPAC Special Meeting or (y) in accordance order to solicit additional proxies from the SPAC Public Shareholders for purposes of obtaining the requisite approval with Section 7.11(d)respect to the SPAC Shareholder Approval Matters; provided (iii) to seek withdrawals of redemption requests from the SPAC Public Shareholders or (iv) if the Company Meeting has been adjourned or delayed; provided, that, in the event of a postponement or adjournment any such adjournment, the Extraordinary General SPAC Special Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has matters described in such clauses have been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentresolved. In connection with the Registration Statement, SPAC, Pubco The SPAC and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco their respective counsel shall cooperate and provide the Company (and its counsel) one another with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and any comments timely made shall be considered in good faith. The Company and the SPAC shall each provide SPAC and Pubco the other with such information concerning the Target Companies Company, the SPAC and their respective equityholdersshareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company or the SPAC, as applicable, shall be true and correct in all material respects and not 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, made not materially misleading. (bc) The SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the included Proxy Statement, the Extraordinary General SPAC Special Meeting and the Redemption. Each of SPAC, Pubco the SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, the SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement and the included Proxy Statement, and responding shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement and the included Proxy 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. SPAC, Pubco and the Company The SPAC shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and ArticlesSPAC’s Organizational Documents; provided, however, that Pubco the SPAC shall not amend or supplement the Registration Proxy Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned conditioned, or delayed. (cd) SPAC and PubcoThe SPAC, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco the SPAC or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to and the extent possible, participation by SPAC shall consider any such comments timely made in good faith under the Company or their counsel in discussions with the SECcircumstances. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Proxy Statement to the SPAC Shareholders andShareholders, and pursuant thereto, shall call the SPAC Special Meeting in accordance with the Securities Act and convene the Extraordinary General Meeting applicable Delaware Law for a date no later than thirty (30) days following the effectiveness commencement of mailing of the Registration Proxy Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands lawor if later, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation date on which the Company Meeting is contemplated to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior occur pursuant to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA AmendmentSection 2.3. (f) The SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General SPAC Special Meeting and the Redemption. (g) All Expenses of, related to and incurred in connection with the preparation, filing, processing, and approval of the Registration Statement including, but not limited to, all auditing, accounting, legal, exchange listing fees, SEC and other filing fees, proxy fees, redemption fees, printing fees and mailing expenses shall constitute Expenses of the Company and shall be promptly paid by the Company as and when due.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the date hereof, SPAC and Pubco shall prepare with the assistance of the Company of the Required Financial Statements pursuant to Section 7.4(a), and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders shareholders for the matters to be acted upon at the Extraordinary General SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval MattersMatters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at an extraordinary a general meeting of SPAC Shareholders shareholders to be called and held for such purpose (the “Extraordinary General SPAC Shareholder Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationby the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolutionto the extent required by Nasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any SPAC Securities in connection with the Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC MergerClass A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of a new equity incentive plan for the Amended Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive PlanOrganizational Documents, (iv) the adoption and approval of a new employee stock purchase planEquity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which shall include will provide that the total awards under such Pubco Equity Plan will be a customary evergreen provisionnumber of Pubco Ordinary Shares equal to eight percent (8%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and 6.15 hereof, (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), and (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC. (b) If, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General SPAC Shareholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentSPAC Shareholder Meeting. In connection with the Registration Statement, SPAC, SPAC and Pubco and the Company will shall file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesSPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Lexasure Companies and their respective equityholdersequity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (bc) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPACSPAC and, after the Closing, the SPAC Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, SPAC and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC’s shareholders and the holders of SPAC ShareholdersWarrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedSPAC’s Organizational Documents. (cd) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders SPAC’s shareholders and, pursuant thereto, shall call and convene the Extraordinary General SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement Statement, and shall use its reasonable efforts to (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to i) solicit from the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote proxies in favor of the Required SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the prior to such SPAC Shareholders approve the NTA Amendment at the Extraordinary General Shareholder Meeting, then promptly after and (ii) obtain the Extraordinary General Meeting and prior to the Closing, Required SPAC shall amend the Shareholder Approval at such SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA AmendmentShareholder Meeting. (f) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. (g) In connection with the Registration Statement, each of SPAC and the Company shall, if requested in writing by BTIG, LLC (“BTIG”), SPAC’s capital markets advisor in connection with the Transaction, or any other financial advisor of SPAC with the prior approval of SPAC, cause the SPAC’s and Lexasure Companies’ respective independent registered public accounting firm(s) and counsel(s) to deliver to BTIG or such other financial advisor on such dates as reasonably requested by BTIG or such other financial advisor “comfort” letters and negative assurance statements in customary form and substances reasonably satisfactory to BTIG or such other financial advisor and their respective counsel; provided that BTIG shall deliver to such public accounting firm(s) documentation to permit such firms to render such comfort letters. Pubco hereby agrees that in connection with the Closing, it will enter into a written agreement with SPAC and BTIG, in form and substance reasonably acceptable to BTIG and SPAC, to assume, effective as of the Closing, all of the rights and obligations of SPAC under SPAC’s engagement letter with BTIG, dated as of November 27, 2022, as it may be amended.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, vote at an extraordinary general a special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, the adoption and approval of the SPAC MergerAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) the adoption and approval of a new equity incentive plan for Pubco in a the form to be mutually satisfactory agreed to SPAC and by the Company Parties (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Purchaser Common Stock equal to ten (A) fifteen percent (1015%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect pursuant to the Redemption) Merger and shall include a customary evergreen provision, as further set forth in the Incentive Plantransactions contemplated herein, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (vvi) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof and 5.17 hereof, (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Shareholder Purchaser Stockholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiivi) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies Company and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of SPAC, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, SPACafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents; provided, however, that Pubco the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the prior written consent of SPAC and Company as is reasonable under the Company, which consent shall not to be unreasonably withheld, conditioned or delayedcircumstances. (c) SPAC and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to and the extent possible, participation by Purchaser shall consider any such comments timely made in good faith under the Company or their counsel in discussions with the SECcircumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s stockholders and the SPAC Shareholders Company Stockholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Special Meeting in accordance with the Securities Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Closing. All filings mentioned in this Section shall be in a form reasonably acceptable to the Company.

The Registration Statement. (a) Following As promptly as practicable after the date of this Agreementhereof (but in any event within 45 days after the date hereof), SPAC, Pubco SPAC and the Company shall prepare and, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a), and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Class A shares of SPAC Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of Merger Consideration Shares and (y) the SPAC Securities and to Company Holders at deemed reissued in the Effective TimeDomestication, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders shareholders for the matters to be acted upon at the SPAC Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at an extraordinary general meeting of SPAC Shareholders shareholders to be called and held for such purpose (the “SPAC Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger and the Domestication, (ii) to the extent required by Nasdaq, SPAC’s Organizational Documents, the Companies Act or the DGCL, as an ordinary resolution, the issuance of any shares in connection with the Transaction Financing, including the approval of the issuance of more than twenty percent (20%) of the issued and outstanding SPAC Class A Ordinary Shares (or SPAC Common Stock after the Domestication), (iii) as a special resolution passed by the holders of the SPAC Class B Ordinary Shares entitled to vote thereon, the approval of the Domestication, including the adoption of the Domestication Organizational Documents, (iv) as a special resolution, the approval change of the name of SPAC Merger, (iii) to “Teamshares Inc.” and the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory the Amended SPAC Articles immediately prior to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive PlanClosing, (ivv) as an ordinary resolution, the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provisionthe Incentive Plan (as defined below), (vvi) as a special resolution passed by the holders of the SPAC Class B Ordinary Shares entitled to vote thereon, the appointment of the members of the Post-Closing Pubco SPAC Board in accordance with Section 7.14 hereof 5.16 hereof, (vii) as an ordinary resolution, the approval of an amendment to the Insider Letter, effective upon the Closing, pursuant to which the Founder Shares will be released from transfer restrictions set forth therein on the earlier of (A) six months after the Closing Date, (B) the date upon which the VWAP of the SPAC Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing 150 days after the Closing Date and (viC) the date upon which SPAC consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of SPAC Common Stock for cash, securities or other property (the “Insider Letter Amendment Proposal”), (viii) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and ArticlesOrganizational Documents, as a special resolution) the adoption and approval of ), such other matters as the Company, Pubco Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the TransactionsMerger, the Domestication and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viviii), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiix) as an ordinary resolution, the adjournment of the SPAC Extraordinary General Meeting, if necessary or desirable in the reasonable determination of the chairman of the SPAC, including for the solicitation of proxies hereunder in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEorder to get sufficient votes hereunder. If on the date for which the SPAC Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or or, with the consent of the SPAC Extraordinary General Meeting, adjournments of the SPAC Extraordinary General Meeting, subject to applicable Law and the SPAC Organizational Documents; provided that when the SPAC Extraordinary General Meeting in accordance with Section 7.11(d); provided thatis postponed or adjourned for thirty days or more, notice of the postponed or adjourned meeting shall be given as in the event case of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentan original meeting. In connection with the Registration Statement, SPAC, Pubco SPAC and the Company will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesSPAC’s Organizational Documents, the Cayman Act Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq (or, if applicable, NYSE). Any filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be provided by SPAC and Pubco shall cooperate and provide to the Company (and its counsel) for review, and SPAC shall give due consideration to any comments of the Company. SPAC and the Company each will advise the other, promptly after they receive notice thereof, of any supplement or amendment filed with a reasonable opportunity respect to review and comment on the Registration Statement or the Proxy Statement, of the suspension of the qualification of the SPAC Common Stock to be issued in connection with this Agreement for offering or sale in any jurisdiction or of any request by the SEC for amendment of the Registration Statement or the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto. Each of SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect thereto and any amendment or supplement thereto prior to filing the same with the SECamendments filed in response thereto. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) Each of SPAC and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Extraordinary General Meeting and the Closing Redemption. Each of SPAC, Pubco SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoSPAC and, SPACafter the Closing, the SPAC Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco SPAC and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholdersshareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedSPAC’s Organizational Documents. (c) SPAC and PubcoSPAC, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco SPAC or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Extraordinary General Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to SPAC’s shareholders and the SPAC Shareholders Company Stockholders, and, pursuant thereto, shall call and convene the SPAC Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the SPAC Extraordinary General Meeting and effecting the Closing Redemption, and shall use its reasonable efforts to (i) solicit from the SPAC shareholders proxies in favor of the Required SPAC Shareholder Approval prior to such SPAC Extraordinary General Meeting, and (ii) obtain the Required SPAC Shareholder Approval at such SPAC Extraordinary General Meeting.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the date hereof, the Company and Malacca shall prepare, with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Parent, and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock Company ADSs (and the Pubco Company Ordinary Shares represented thereby) and the Company Warrants to be issued under this Agreement to the holders of SPAC Malacca Securities and prior to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC Malacca (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Malacca Shareholders for the matters to be acted upon at the Extraordinary General Malacca Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Malacca Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Malacca Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Malacca Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Malacca Shareholders to vote, at an extraordinary a general meeting of SPAC Malacca Shareholders to be called and held for such purpose (the “Extraordinary General Malacca Shareholder Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a (including to the extent required, the issuance of Malacca Securities in any PIPE Investment), by the holders of Malacca Ordinary Shares in accordance with the Malacca Memorandum and Articles, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq (the “Business CombinationCombination Proposal”), (ii) as a special resolution, the adoption and approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan Equity Incentive Plan for Pubco in a form mutually satisfactory to SPAC and the Company in form and substance reasonably agreed upon by the Company and Malacca (the “Incentive Equity Plan”), and which will provide for that the total awards for under such Equity Plan will be a number of shares of Pubco Class A Stock Company Ordinary Shares equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock Company Ordinary Shares issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive PlanClosing, (iv) the adoption appointment, and approval designation of a new employee stock purchase planclasses, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Company Board of Directors and Post-Closing Company Board of Commissioners, in each case in accordance with Section 7.14 6.15 hereof and (vithe “Director Appointment Proposal”), (v) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Malacca shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Malacca Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiivi) as an ordinary resolution, the adjournment of the Extraordinary General Malacca Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. Malacca. (b) If on the date for which the Extraordinary General Malacca Shareholder Meeting is scheduled, SPAC Malacca has not received proxies representing a sufficient number of shares to obtain the Malacca Required Shareholder Approval, whether or not a quorum is present, SPAC Malacca may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentMalacca Shareholder Meeting. In connection with the Registration Statement and the Proxy Statement, SPAC, Pubco and the Company and Malacca will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Malacca Memorandum and Articles, the Cayman Islands Companies Act and the rules and regulations of the SEC and NYSENasdaq. SPAC Malacca and Pubco the Company shall cooperate and provide the Company other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco Malacca with such information concerning the Target Companies and their respective equityholdersequity holders, officers, directors, commissioners, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (bc) SPAC Malacca and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Malacca Shareholder Meeting and the Redemption. Each of SPACMalacca, Pubco and the Company and Parent shall, and shall cause each of its Subsidiaries to, make their respective directors, commissioners, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, Company and Malacca and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco Malacca and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersMalacca’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Malacca Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC . (d) Malacca and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC Malacca and Pubco the Company shall provide the Company Parent with copies of any written comments, and shall inform the Company Parent of any material oral comments, that SPACMalacca, Pubco the Company or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Malacca Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Malacca and the Company shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders Malacca’s shareholders and, pursuant thereto, shall call the Malacca Shareholder Meeting in accordance with the Malacca Memorandum and convene Articles and the Extraordinary General Meeting Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Malacca and the Company shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Malacca Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Malacca Shareholder Meeting and the Redemption.

The Registration Statement. (a) Following As promptly as practicable after the date hereof and delivery of this Agreementthe PCAOB Audited Company Financials, SPAC, Pubco and the Company shall prepare and, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a), and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued (i) under this Agreement to the holders of SPAC Securities and prior to Company Holders at the Effective TimeTime and (ii) to Sellers who first execute and deliver Share Exchange Agreements to SPAC, Pubco and the Company after the date on which the Registration Statement shall have become effective (the “Registration Statement Effective Date”), and which Share Exchange Agreements contain an acknowledgment by such Sellers that they have received the Proxy Statement prospectus with respect to the Transactions, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders shareholders for the matters to be acted upon at the Extraordinary General SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. . (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at an extraordinary general a special meeting of SPAC Shareholders shareholders to be called and held for such purpose (the “Extraordinary General SPAC Shareholder Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination(including, to the extent required, the issuance of any securities in connection with the PIPE Financing), by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, the approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan Equity Incentive Plan for Pubco Pubco, in a form mutually satisfactory and substance reasonably acceptable to SPAC and the Company and SPAC (the “Incentive Pubco Equity Plan”), and which will provide for that the total awards for under such Pubco Equity Plan will be a number of shares of Pubco Class A Stock Ordinary Shares equal to ten fifteen percent (1015%) of the aggregate number of shares of Pubco Class A Stock Ordinary Shares issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive PlanClosing, (iviii) the adoption appointment, and approval designation of a new employee stock purchase planclasses, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 7.14 hereof and 8.14 hereof, (viiv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (i) through (viiv), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiv) as an ordinary resolution, the adjournment of the Extraordinary General SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC. (c) If, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General SPAC Shareholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentSPAC Shareholder Meeting. In connection with the Registration Statement, SPAC, SPAC and Pubco and the Company will shall file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesSPAC’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholdersequity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (bd) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, SPAC and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC’s shareholders and the holders of SPAC ShareholdersRights, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedSPAC’s Organizational Documents. (ce) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable best efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (df) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders SPAC’s shareholders and, pursuant thereto, shall call and convene the Extraordinary General SPAC Shareholder Meeting in accordance with the Cayman Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Effective Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (fg) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General SPAC Shareholder Meeting and the Redemption.

The Registration Statement. (a) Following As promptly as reasonably practicable after the date of this Agreementhereof, SPAC, Pubco PubCo and the Company DoubleDragon shall prepare andjointly prepare, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a), and PubCo and SPAC shall jointly file with the SEC SEC, (i) in preliminary form, a registration proxy statement on Form S-4 in connection with the transactions contemplated by this Agreement (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities and to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amendedsupplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) providing the public shareholders of SPAC an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders for the matters to be acted upon vote at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters. Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of the SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, (ii) as a special resolution, the approval replacement of the existing memorandum and articles of association of SPAC Mergerwith the Amended PubCo Charter, (iii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of a new equity incentive plan for Pubco the memorandum and articles of association of the Merger Sub 2, as in a form mutually satisfactory effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the Company (association of the “Incentive Plan”SPAC Surviving Sub at the SPAC Merger Effective Time), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles(collectively, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE“SPAC Shareholder Approval Matters”). If on the date for which the Extraordinary General SPAC Special Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder ApprovalApproval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten SPAC Special Meeting. (10c) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco DoubleDragon and PubCo will jointly file, with the Company will file Party’s reasonable cooperation, with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the SPAC Memorandum and ArticlesBritish Virgin Islands, applicable Laws of the Cayman Act Islands and the rules and regulations of the SEC and NYSENasdaq. SPAC (and Pubco shall cooperate and provide the Company its counsel), PubCo (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. The Company DoubleDragon shall provide SPAC and Pubco with such information concerning the Target Companies Company Group and their respective equityholdersits equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company DoubleDragon shall be true and correct and not 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, made not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (bd) SPAC Each of SPAC, PubCo and Pubco DoubleDragon shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting Statement and the RedemptionProxy Statement. Each of SPAC, Pubco PubCo and the Company DoubleDragon shall, and shall cause each of its Subsidiaries to, to make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to the CompanyDoubleDragon, PubcoPubCo, SPAC, SPAC and their respective Representatives representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco SPAC and the Company PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedSPAC’s Organizational Documents. (ce) SPAC SPAC, PubCo and Pubco, with the assistance of the other Parties, DoubleDragon shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Each Party shall provide the Company other Party with copies of any written comments, and shall inform the Company other Party of any material oral comments, that SPAC, Pubco such Party or their respective Representatives its representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting Statement and the Redemption Proxy Statement promptly after the receipt of such comments and shall give the Company and their respective Representatives other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (df) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Proxy Statement to the SPAC Shareholders Shareholders, and, pursuant thereto, shall call and convene the Extraordinary General SPAC Special Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with applicable Laws of the amendments contemplated by the NTA Amendment. (f) British Virgin Islands as promptly as practicable. SPAC shall comply with all applicable Lawstake necessary actions to enforce Section 1 of the Letter Agreement, any applicable rules dated as of January 18, 2024, by and regulations of NYSEamong SPAC, the Sponsor and certain directors and officers of SPAC, in order to obtain the Required SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the RedemptionShareholder Approval.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, Purchaser and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of the Required Financial Statements pursuant Purchaser with respect to Section 7.4(a), any applicable SEC filing fees and/or registration fees) file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued under this Agreement to the holders of SPAC Purchaser Securities and prior to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from SPAC Shareholders Purchaser shareholders for the matters to be acted upon at the Extraordinary General Special Stockholder Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Extraordinary General Special Stockholder Meeting”), in favor of resolutions approving (iA) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination(including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by the holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the NRS and the rules and regulations of the SEC and Nasdaq, (iiB) as a special resolutionto the extent required by the Federal Securities Laws, Nevada Law or the BVI Act, the approval adoption of the SPAC MergerAmended Pubco Charter, (iiiC) the adoption and approval of a new equity incentive plan for Pubco Pubco, which will be in a form mutually satisfactory and substance reasonably acceptable to SPAC and the Company (the “Incentive Plan”), and Purchaser and which will provide for that the total awards for under such equity incentive plan will be a number of shares of Pubco Class A Stock Ordinary Shares equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock Ordinary Shares issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive PlanClosing, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (vD) the appointment of the members of the Post-Closing Pubco Board Board, in each case in accordance with Section 7.14 hereof and 8.14 hereof, (viE) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Transactions (the approvals described in foregoing clauses (iA) through (viE), collectively, the “SPAC Shareholder Stockholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiF) as an ordinary resolution, the adjournment of the Extraordinary General Special Stockholder Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in each case the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations favor of the SEC approval of the Stockholder Approval Matters, and NYSE(iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. If on the date for which the Extraordinary General Special Stockholder Meeting is scheduled, SPAC Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder ApprovalStockholder Approval Matters, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentSpecial Stockholder Meeting. In connection with the Registration Statement, SPAC, Purchaser and Pubco and the Company will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesLaw, Purchaser’s Organizational Documents, the Cayman Act NRS and the rules and regulations of the SEC and NYSENasdaq. SPAC Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies and their respective equityholdersequity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Extraordinary General Meeting (defined below) and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger and the Domestication (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Islands Companies Law, the DCGL and the rules and regulations of the SEC and NYSE, (ii) as a special resolutionthe effecting of the Domestication, (iii) the change of name of the Purchaser and the adoption and approval of the SPAC MergerAmended Organizational Documents, (iiiiv) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), in a form to reasonably agreed by the Purchaser and the Company during the Interim Period, which will provide for awards for a number of shares of Pubco Class A Purchaser Common Stock equal to ten percent (10%A) 15% of the aggregate number of shares of Pubco Class A Purchaser Common Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption), such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2022 and continuing until (and including) January 1, 2031, with such annual increase equal to the lesser of (x) 5% of the total number of shares of Purchaser Common Stock issued and shall include a customary evergreen provisionoutstanding on December 31 of the calendar year immediately preceding the date of such increase and (y) an amount determined by the Post-Closing Purchaser Board, as further set forth plus (B) the number of shares of Purchaser Common Stock that are subject to Purchaser Earnout RSUs issued pursuant to this Agreement, plus (C) the number of shares of Purchaser Common Stock that are subject to Transaction Bonus RSUs granted in the Incentive Planaccordance with Section 5.23(b), (ivv) the adoption and approval of a new employee stock purchase planplan intended to comply with the applicable requirements under Section 423 of the Code, in such form and substance as reasonably agreed to by the Purchaser and the Company during the Interim Period, which shall include will provide for (A) a customary evergreen provisionpurchase price discount of up to 15% in accordance with Section 423 of the Code and (B) a reserve of a number of shares of Purchaser Common Stock equal to 2% of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption), such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2022 and continuing until (and including) January 1, 2031, with such annual increase equal to the lesser of (x) 1% of the total number of shares of Purchaser Common Stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (y) an amount determined by the Post-Closing Purchaser Board, (vvi) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof 5.19 hereof, (vii) the amendment of the Share Escrow Agreement, dated as of October 17, 2019, by and (vi) as an ordinary resolution (or if required by applicable Law or among the SPAC Memorandum Purchaser, the Purchaser’s initial shareholders named therein and ArticlesContinental Stock Transfer & Trust Company, as a special resolutionescrow agent thereunder, to shorten the lock-up restrictions on Purchaser Ordinary Shares thereunder to match the lock-up period in the Lock-Up Agreement, (viii) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vivii), collectively, the “SPAC Purchaser Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiiix) as an ordinary resolution, the adjournment of the Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Purchaser Extraordinary General Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentMeeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act Act, the DGCL and the rules and regulations of the SEC and NYSE. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC The Purchaser shall cause any information concerning the Purchaser or its stockholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and Pubco operations included in the Registration Statement, or in any amendments or supplements thereto, to be true and correct and to not 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 materially misleading, (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, SPACafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company The Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents; provided, however, that Pubco the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the prior written consent of SPAC and Company as is reasonable under the Company, which consent shall not to be unreasonably withheld, conditioned or delayedcircumstances. (c) SPAC and PubcoThe Purchaser, with the reasonable and timely assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco The Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco the Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company (and their respective Representatives its counsel) a reasonable opportunity under the circumstances to review and timely comment on any proposed written or material oral responses to such comments, including to and the extent possible, participation by Purchaser shall consider any such comments timely made in good faith under the Company or their counsel in discussions with the SECcircumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s stockholders and the SPAC Shareholders Company Stockholders, and, pursuant thereto, shall call and convene the Purchaser Extraordinary General Meeting in accordance with the Cayman Islands Companies Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Purchaser Extraordinary General Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on the NYSE as of the Closing.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the date hereof, the Company of and the Required Financial Statements pursuant to Section 7.4(a)SPAC shall jointly prepare, and the SPAC shall file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco SPAC Class A Stock Ordinary Shares, the SPAC Public Warrants and the Pubco Warrants SPAC Class B Ordinary Shares to be issued or deemed to be issued pursuant to the SPAC Continuance and under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeExchange Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC Shareholders shareholders for the matters to be acted upon at the Extraordinary General SPAC Special Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC Shareholders shareholders to vote, vote at an extraordinary general a special meeting of the SPAC Shareholders shareholders to be called and held for such purpose (the “Extraordinary General SPAC Special Meeting”), in favor of resolutions approving (i) as an ordinary resolutionthe SPAC Continuance, (ii) the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, (ii) as a special resolutionincluding the Amalgamation, by the holders of SPAC Ordinary Shares in accordance with the SPAC’s Organizational Documents, the approval Securities Act, the Companies Law, the BCBCA and the rules and regulations of the SPAC MergerSEC and Nasdaq, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory and substance reasonably acceptable to SPAC and the Company (the “Incentive Plan”)Parties, and which will provide for awards for a number of shares of Pubco SPAC Class A Stock Ordinary Shares equal to ten percent (10%) of the aggregate number of shares of Pubco SPAC Class A Stock Ordinary Shares issued and outstanding immediately after the Closing (after giving effect to the Redemption) , any Equity Financing and shall include a customary evergreen provision, as further set forth in the Incentive PlanAmalgamation), (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and 6.18 hereof, (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, SPAC Continuance and the Amalgamation and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiivi) as an ordinary resolution, the adjournment of the Extraordinary General SPAC Special Meeting, if necessary or desirable in the reasonable determination of the SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to obtain the Required the SPAC Shareholder Approval, whether or not a quorum is present, the SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentSPAC Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesSPAC’s Organizational Documents, the Cayman Act Securities Act, applicable Law and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco The Company shall cooperate and provide the Company SPAC (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Company shall consider any such comments timely made in good faith. The Company shall provide the SPAC and Pubco with such information concerning the Target Companies Company and their respective equityholdersits shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) The Company and the SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Special Meeting and the Redemption. Each of SPAC, Pubco the SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, the SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company The SPAC shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Company Shareholders and SPAC Shareholdersshareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and ArticlesSPAC’s Organizational Documents; provided, however, that Pubco the Company shall not amend or supplement the Registration Statement without prior consultation with the prior written consent of SPAC and Company as is reasonable under the Company, which consent shall not to be unreasonably withheld, conditioned or delayedcircumstances. (c) SPAC The Company and Pubcothe SPAC, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco the SPAC or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by and the Company or their counsel shall consider any such comments timely made in discussions with good faith under the SECcircumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the SPAC and the Company shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders SPAC’s shareholders and the Company Shareholders, and, pursuant thereto, shall call and convene the Extraordinary General SPAC Special Meeting in accordance with the Securities Act for a date no later than thirty forty-five (3045) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If The Company and the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles their respective Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General SPAC Special Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, the Purchaser shall prepare with the reasonable assistance of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Purchaser Common Stock and the Pubco Warrants to be issued under this Agreement to as the holders of SPAC Securities and to Company Holders at the Effective TimeMerger Consideration, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders for the matters to be acted upon at the Extraordinary General Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of SPAC Shareholders Purchaser stockholders to be called and held for such purpose (the “Extraordinary General Purchaser Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, the adoption and approval of the SPAC MergerAmended Purchaser Charter, (iii) the adoption and approval of a new equity incentive plan for Pubco in a the form to be mutually satisfactory to SPAC agreed between Purchaser and the Company acting reasonably in good faith (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Purchaser Class A Common Stock equal to ten five percent (105%) of the aggregate number of shares of Pubco Class A Purchaser Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) ), and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall will include a customary evergreen provision, (viv) the appointment of the members of the Post-Closing Pubco Purchaser Board in accordance with Section 7.14 hereof and 5.17 hereof, (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Shareholder Purchaser Stockholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiivi) as an ordinary resolution, the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSEPurchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consentPurchaser Special Meeting. In connection with the Registration Statement, SPAC, Pubco and the Company Purchaser will file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and ArticlesPurchaser’s Organizational Documents, the Cayman Act DGCL and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco Purchaser with such information concerning the Target Companies and their respective equityholdersshareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of SPAC, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, SPACafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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. SPAC, Pubco and the Company Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedPurchaser’s Organizational Documents. (c) SPAC and PubcoPurchaser, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC Purchaser shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to Purchaser’s stockholders and the SPAC Shareholders Company Shareholders, and, pursuant thereto, shall call and convene the Extraordinary General Purchaser Special Meeting in accordance with the DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the SPAC Memorandum and Articles Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as As promptly as practicable after delivery by the Company date hereof, Purchaser and Pubco shall prepare with the assistance, cooperation and best efforts of the Required Financial Statements pursuant to Section 7.4(a)Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants Securities to be issued under this Agreement to the holders of SPAC Purchaser Securities and the Sellers pursuant to Company Holders at the Effective TimeMergers, which Registration Statement will also contain a proxy statement of SPAC Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Purchaser Shareholders for the matters to be acted upon at the Purchaser Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles Purchaser Organizational Documents and the IPO Prospectus to have their SPAC Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholder’s to vote, at an extraordinary general meeting of SPAC Shareholders Purchaser’s shareholders to be called and held for such purpose (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business CombinationAncillary Document and the transactions contemplated hereby or thereby, including the Mergers and the Conversion, by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Act, DGCL and the rules and regulations of the SEC and NYSE, (ii) as a special resolution, the approval effecting of the SPAC MergerConversion, (iii) the change of name of the Purchaser and the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive PlanConversion Organizational Documents, (iv) the adoption appointment, and approval designation of a new employee stock purchase planclasses, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 7.14 hereof and 5.16 hereof, (viv) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco Company and SPAC Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viv), collectively, the “SPAC Purchaser Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viiivi) as an ordinary resolution, the adjournment of the Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPACPurchaser. If on the date for which the Purchaser Extraordinary General Meeting is scheduled, in each case Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Extraordinary General Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with the SPAC Memorandum applicable Law and Articlesapplicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC Purchaser and Pubco with such information concerning the Target Companies and their respective equityholdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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 materially misleading. (b) SPAC Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption. Each of SPACPurchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser, SPACPubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party 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 TABLE OF CONTENTS​​ required by applicable Laws. SPAC, Purchaser and Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC ShareholdersPurchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedPurchaser’s Organizational Documents. (c) SPAC Each of Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPACPurchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, SPAC Purchaser and Pubco shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders Purchaser’s shareholders, and, pursuant thereto, shall call and convene the Purchaser Extraordinary General Meeting in accordance the Purchaser Organizational Documents and the Cayman Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting Purchaser and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles Purchaser Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, of the Purchaser Extraordinary General Meeting and the Redemption. (f) In connection with the Registration Statement, each of Purchaser and the Company shall, if requested in writing by BTIG as Purchaser’s capital markets advisor in connection with the Transaction, or any other financial advisor of Purchaser with the prior approval of Purchaser, cause the Purchaser’s and the Company’s respective independent registered public accounting firm(s) and counsel(s) to deliver to BTIG or such other financial advisor on such dates as reasonably requested by BTIG or such other financial advisor, “comfort” letters and negative assurance statements in customary form and substance reasonably satisfactory to BTIG or such other financial advisor.

The Registration Statement. (ai) Following As promptly as practicable after the date of this Agreementhereof, SPAC, Pubco PubCo and the Company shall prepare andjointly prepare, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a), and PubCo and SPAC shall jointly file with the SEC SEC, (i) in preliminary form, a registration proxy statement on Form S-4 in connection with the transactions contemplated by this Agreement (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities and to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amendedsupplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (A) providing the public shareholders of SPAC an opportunity to redeem their SPAC Shares in accordance with SPAC’s Organizational Documents and the Prospectus, and (B) soliciting proxies from SPAC Shareholders for the matters shareholders to be acted upon vote at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters. Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. (ii) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at an extraordinary general meeting of the SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Special Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combinationtransactions contemplated hereby or referred to herein, (ii) as a special resolution, the approval of the SPAC First Plan of Merger, ; (iii) the adoption of the memorandum and articles of association of PubCo by PubCo in substantially the form set forth in Exhibit C (the “Amended PubCo Charter”), (iv) the approval of a new an equity incentive plan for Pubco of PubCo in a form mutually and substance reasonably satisfactory to SPAC and the Company (the “2024 Equity Incentive PlanPlan of PubCo”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%v) the issuance of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive PlanEarnout Shares, (ivvi) any other proposals that the parties hereto agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including, without limitation, the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment memorandum and articles of association of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and ArticlesMerger Sub 1, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the ClosingFirst SPAC Merger Effective Time, to remove references to as the $5,000,001 net tangible assets requirements set forth in memorandum and articles of the association of the Initial SPAC Memorandum and Articles (Surviving Sub at the “NTA Amendment”First SPAC Merger Effective Time), and (viiivii) as an ordinary resolution, the adjournment of the Extraordinary General SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles(collectively, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE“SPAC Shareholder Approval Matters”). If on the date for which the Extraordinary General SPAC Special Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder ApprovalApproval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten SPAC Special Meeting. (10iii) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPACSPAC and PubCo will jointly file, Pubco and with the Company will file Company’s reasonable cooperation, with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum SPAC’s Organizational Documents and Articles, applicable Laws of the Cayman Act Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and NYSENasdaq. SPAC (and Pubco shall cooperate its counsel), PubCo (and provide its counsel) and the Company (and its counsel) shall provide each other party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide PubCo and SPAC and Pubco with such information concerning the Target Companies Company Group and their respective equityholdersits equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not 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, made not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby. (biv) SPAC Each of SPAC, PubCo and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting Statement and the RedemptionProxy Statement. Each of SPAC, Pubco PubCo and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to the Company, PubcoPubCo, SPAC, SPAC and their respective Representatives representatives in connection with the drafting of the public filings with respect to the Transactionstransactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party party 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. SPAC, Pubco SPAC and the Company PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to the SPAC ShareholdersSPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayedSPAC’s Organizational Documents. (cv) SPAC SPAC, PubCo and Pubco, with the assistance of the other Parties, Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco Each Party shall provide the Company other Party with copies of any written comments, and shall inform the Company other Party of any material oral comments, that SPAC, Pubco such Party or their respective Representatives its representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting Statement and the Redemption Proxy Statement promptly after the receipt of such comments and shall give the Company and their respective Representatives other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (dvi) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Proxy Statement to the SPAC Shareholders SPAC’s shareholders, and, pursuant thereto, shall call and convene the Extraordinary General SPAC Special Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution Laws of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the RedemptionCayman Islands as promptly as practicable.