Common use of The Registration Statement Clause in Contracts

The Registration Statement. (A) The Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration Shares, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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 sale by Apple the rules and regulations of such the SEC and NYSE, (ii) the change of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, (iii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Company Stockholder and the Purchaser (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Common Stock at equal to ten percent (10%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 6.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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 sale the rules and regulations of the SEC and Nasdaq, (ii) change of the name of the Purchaser and the adoption and approval of the Amended Purchaser Charter, (iii) the adoption and approval of a new equity incentive plan in substantially the form agreed upon by Apple of such the Parties prior to the Closing (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Class A Common Stock at equal to ten percent (10%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form 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 Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Special Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares (or if after the Effective Time, their Pubco Ordinary Shares) redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of any PIPE Shares) by the holders of Purchaser Common Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and Nasdaq, (ii) if mutually agreed by Purchaser and the Company prior to the filing of the Registration Statement, the adoption and approval of a new Equity Incentive Plan for Pubco in form and substance reasonably acceptable to the Company, and Purchaser (the “Pubco Equity Plan”), (iii) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof, (iv) such other matters as amended the Company and Purchaser shall hereafter mutually determine to cover be necessary or appropriate in order to effect the offeringTransactions (the approvals described in foregoing clauses (i) through (iv), issuance collectively, the “Purchaser Shareholder Approval Matters”), and sale by Apple (v) the adjournment of such the Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Special Meeting is scheduled, Purchaser has not received proxies 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 Apple Common Stock at the IPO Price (which need not be Special 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 applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser and Pubco with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, PHP Ventures shall prepare and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Company Ordinary Shares and the Company Warrants to be issued under this Agreement to the holders of PHP Ventures Common Stock, and the Company Ordinary Shares issuable upon exercise or conversion of the PHP Ventures Warrants outstanding prior to the Effective Time, which Registration Statement will also contain a proxy statement of PHP Ventures (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from PHP Ventures stockholders for the matters to be repaid acted upon at the PHP Ventures Special Meeting and providing the Public Stockholders an opportunity in accordance with PHP Ventures’ Organizational Documents and the IPO Prospectus to have their PHP Ventures Class A Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the IPO Closing Date PHP Ventures Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from PHP Ventures stockholders to vote, at a special meeting of PHP Ventures stockholders to be called and held for such purpose (the “PHP Ventures Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, (ii) the approval of the issuance of PHP Ventures Securities in the PIPE Investment by PHP Ventures stockholders in accordance with proceeds received by Apple PHP Ventures’ Organizational Documents, Delaware Law and the rules and regulations of the SEC and Nasdaq, if applicable, (iii) the approval of any amendments required to PHP Ventures’ Organizational Documents; (iv) such other matters as the Company and PHP Ventures shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i), (ii), (iii) and (iv)), collectively, the “PHP Ventures Stockholder Approval Matters”), and (v) the adjournment of the PHP Ventures Special Meeting, if necessary or desirable in the reasonable determination of PHP Ventures. In connection with the Registration Statement and the Merger, the Company shall (w) assist PHP Ventures in obtaining Nasdaq approval of the Merger and the change of control resulting from the IPO and Merger, (x) file any listing application necessary for the Other Financing Sourceslisting of the Company on Nasdaq as successor issuer to PHP Ventures, shall have been declared effective under (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act by of 1934 and request effectiveness of the SEC; (B) no stop order suspending 1934 Act Registration Statement concurrently with the effectiveness of the Registration Statement shall have been issued by the SECCompany’s listing of its securities on Nasdaq, and (z) provide PHP Ventures with evidence reasonably requested by PHP Ventures that the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 Company qualifies as a firm commitment basis for resale to the public initially at the IPO 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 foreign private issuer pursuant to Rule 3b-4 of the Underwriting Agreement, shall equal at least the Minimum Cash AmountExchange Act.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser and Holdco shall prepare with the reasonable assistance of the 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 required shares and warrants, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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 Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, law, and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iv) such other matters as the Target Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, as amended to cover Purchaser will file with the offering, issuance SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under Purchaser’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , law, and the rules and regulations of the Underwriter's discount or commissionsSEC and Nasdaq. Purchaser shall cooperate and provide the Target Company (and its counsel) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added with a reasonable opportunity to the funds, if any, available from other sources (if any, review and as set forth in comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date same with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and Purchaser shall consider any such comments timely made in good faith. The Target Company shall provide Purchaser with such information concerning the SEC shall not have initiated Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or threatened to initiate Litigation otherwise), business and operations that may be required or appropriate for that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth inclusion in the Underwriting AgreementRegistration Statement, such number of shares of Apple Common Stock covered or in any amendments or supplements thereto, which information provided by the Registration Statement asTarget 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, when multiplied by in light of the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementcircumstances under which they were made, shall equal at least the Minimum Cash Amountnot materially misleading.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 shares of Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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) the approval of the Amended Purchaser Certificate of Incorporation upon the Closing; (iii) the adoption and approval of an a new or amended equity incentive plan for the Purchaser to be agreed between the Purchaser and the Company acting reasonably and in good faith; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”); and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, as amended to cover the offering, issuance Purchaser will file with the SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay Statement, or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition in any amendments or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountsupplements thereto.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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 Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and sale by Apple IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of such the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Common Stock at equal to ten percent (10%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under Purchaser’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , the DGCL and the rules and regulations of the Underwriter's discount or commissionsSEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added with a reasonable opportunity to the funds, if any, available from other sources (if any, review and as set forth in comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date same with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the SEC shall not have initiated Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or threatened to initiate Litigation otherwise), business and operations that may be required or appropriate for that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth inclusion in the Underwriting AgreementRegistration Statement, such number of shares of Apple Common Stock covered or in any amendments or supplements thereto, which information provided by the Registration Statement asCompany 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, when multiplied in light of the circumstances under which they were made, not materially misleading. Any filing fees (or similar fees) with respect to any regulatory or governmental approval shall be borne 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.SPAC. 45

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the SPAC shall prepare, with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of (x) the 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 Company Shares issued pursuant to conversion of the Company Convertible Notes and (z) the replacement New PubCo Securities to be issued in the SPAC Continuance, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC Shareholders for the matters to be repaid acted upon at the SPAC Special Meeting and providing the SPAC Public Shareholders an opportunity, in accordance with the SPAC’s Organizational Documents, to have their SPAC 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 IPO Closing Date with proceeds received by Apple SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the IPO SPAC Shareholders to vote, at a special meeting of the SPAC Shareholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of approving (i) the adoption and approval of this Agreement and the Other Financing Sources, shall have been declared effective under the Securities Act transactions contemplated hereby or referred to herein by the SEC; SPAC Shareholders in accordance with the SPAC’s Organizational Documents, (Bii) no stop 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 non-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 New PubCo Organizational Documents, (vi) the adoption and approval of a new equity incentive plan, in a form reasonably acceptable to the Company and the SPAC, and which will provide for the reservation for future issuance of a number of New PubCo Common Shares equal to ten percent (10%) of the aggregate number of 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 the Converted Warrants and settlement of the Converted RSUs), (vii) such other matters as the Company and the SPAC shall hereafter mutually determine to be necessary or appropriate in order suspending to effect the effectiveness Arrangement, the Amalgamation and the other transactions contemplated by this Agreement, (the approvals described in foregoing clauses (i) through (vii), collectively, the “SPAC Shareholder Approval Matters”), (viii) the adjournment of the 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 shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the correspondence related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO 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 Amountthereto.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the assistance, cooperation and commercially reasonable efforts of the 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 Securities to be issued under this Agreement to the holders of Purchaser Securities and the Sellers pursuant to the Mergers, which Registration Statement will also contain a proxy statement of Purchaser (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, issuance at an extraordinary general meeting of Purchaser stockholders to be called and sale held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers, by Apple the holders of such Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) adoption and approval of the new omnibus equity incentive plan for Pubco, in form and substance reasonably acceptable to Purchaser and the Company (the “Incentive Plan”), that provides for the grant of awards to employees and other certain Representatives of Pubco and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on shares of Pubco Common Stock with a total pool of awards of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Apple Purchaser Common Stock at issued and outstanding immediately after the IPO Price Closing, (iii) the adoption and approval of a new restricted stock plan for Pubco, in form and substance reasonably acceptable to Purchaser and the Company (the “Pubco Restricted Stock Plan”), which need provides for the issuance of the Restricted Merger Consideration to Sellers holding Company Unvested PIUs in accordance with Section 1.9(b), (iv) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 5.16 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special 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 applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser and Pubco with such information concerning the Company and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. The Issuer (Atogether with Funding 2 and the Mortgages Trustee) The Registration Statement, as amended to cover has prepared and filed with the offering, issuance United States Securities 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount Exchange Commission (the "Minimum Cash AmountCommission") that is sufficienta registration statement on Form S-3 (File No. 333-119671), when added to the funds, if any, available from other sources (if anyincluding a prospectus, 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes such registration statement has become effective under the Securities Act will be repaid on of 1933, as amended (the IPO "Securities Act"). As of the Closing Date with proceeds received by Apple from the IPO and the Other Financing SourcesDate, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that purpose have been initiated or to the Issuer's knowledge threatened by the Commission. The prospectus in the form in which it will be used in connection with the offering of the Dollar Notes is proposed to be supplemented by a prospectus supplement relating to the Dollar Notes and, as so supplemented, to be filed with the Commission pursuant to Rule 424 under the Act. (Such registration statement, as amended at the time it became effective (the "Effective Date"), or if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, is hereinafter referred to as the "Registration Statement"; such prospectus supplement, as first filed with the Commission, is hereinafter referred to as the "Prospectus Supplement"; and such prospectus, in the form in which it was first be filed with the Commission in connection with the offering of the Dollar Notes, as supplemented by the Prospectus Supplement, is hereinafter referred to as the "Prospectus"). Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Effective Date of the Registration Statement or the date of such preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall have been issued by be deemed to refer to and include the SECfiling of any document under the U.S. Securities Exchange Act of 1934, as amended, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; rules and regulations of the Commission thereunder (C) the Underwriter shall have agreed in writing (collectively, the "Underwriting Agreement," which term includes Exchange Act") after the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number Effective Date of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by or the price per share issue date of Apple Common Stock to be paid by any preliminary prospectus or the Underwriter to Apple pursuant to date on which the Underwriting Agreement, shall equal at least the Minimum Cash Amount.-------------------------------------------------------------------------------

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Company shall prepare and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Company’s Ordinary Shares and the Company Warrants to be issued under this Agreement to the holders of VSAC Common Stock and the Company Ordinary Shares issuable upon exercise or conversion of the Company Warrants outstanding prior to the Effective Time, which Registration Statement will also contain a proxy statement of VSAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from VSAC stockholders for the matters to be repaid acted upon at the VSAC Special Meeting and providing the Public Shareholders an opportunity in accordance with VSAC’s Organizational Documents and the IPO Prospectus to have their VSAC Class A Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the IPO Closing Date VSAC Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from VSAC stockholders to vote, at a special meeting of VSAC stockholders to be called and held for such purpose (the “VSAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, (ii) the approval of the issuance of VSAC Securities in the PIPE Investment, by VSAC stockholders in accordance with proceeds received by Apple VSAC’s Organizational Documents, the Delaware Law and the rules and regulations of the SEC and Nasdaq, if applicable, (iii) the approval of the Restated VSAC Certificate, (iv) such other matters as the Company and VSAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i), (ii), (iii) and (iv)), collectively, the “VSAC Stockholder Approval Matters”), and (v) the adjournment of the VSAC Special Meeting, if necessary or desirable in the reasonable determination of VSAC. In connection with the Registration Statement and the Merger, the Company shall (w) assist VSAC in obtaining Nasdaq approval of the Merger and the change of control resulting from the IPO and Merger, (x) file any listing application necessary for the Other Financing Sourceslisting of the Company on Nasdaq as successor issuer to VSAC, shall have been declared effective under (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act by of 1934 and request effectiveness of the SEC; (B) no stop order suspending 1934 Act Registration Statement concurrently with the effectiveness of the Registration Statement shall have been issued by the SECCompany’s listing of its securities on Nasdaq, and (z) provide VSAC with evidence reasonably requested by VSAC that the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 Company qualifies as a firm commitment basis for resale to the public initially at the IPO 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 foreign private issuer pursuant to Rule 3b-4 of the Underwriting Agreement, shall equal at least the Minimum Cash AmountExchange Act.

The Registration Statement. (Aa) As promptly as practicable after the Agreement Date, Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Ordinary Shares to be issued under this Agreement as the Transaction Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Governing Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser 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 hereby or referred to herein, including 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 Purchaser’s Governing Documents and IPO Prospectus, the Securities Act, the Cayman Companies Act, the Malaysian Companies Act, , and the rules and regulations of the SEC and Nasdaq, (ii) as a special resolution, the adoption and approval of an Amended and Restated Memorandum and Articles of Association of Purchaser, including the change of name of Purchaser, (iii) as an ordinary resolution, adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit D hereto (the “New Equity Incentive Plan”), which will provide for awards for up to a number of Purchaser Ordinary Shares mutually acceptable to Purchaser and the Company, (iv) as an ordinary resolution, the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 7.15 hereof, and (v) as an ordinary resolution (or, if required by applicable Law or the Purchaser’s Governing Documents, as a special resolution), such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the transactions contemplated by this Agreement and in connection with the Business Combination and each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Approval Matters”), and (vi) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing. If on the date for which the Extraordinary General Meeting is scheduled, 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 (as permitted by the Purchaser’s Governing Documents) of the Extraordinary General Meeting. In connection with the Registration Statement, as amended to cover Purchaser will file with the offering, issuance SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Governing Documents, the Securities Act, the Cayman Companies Act and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective 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. In connection with Purchaser’s preparation of the Registration Statement, Proxy Statement and any other filings required to be made by Purchaser with the SEC under the Securities Act) as , or any responses to any comments from the SEC related thereto, the Company and Selling Shareholders shall yield aggregate cash proceeds provide, and shall use its commercially reasonable efforts to Apple from cause its Representatives including legal and accounting representatives to provide, all cooperation reasonably requested by Purchaser that sale (net is customary in connection with the preparation of any such filings or responses, including but not limited to, obtaining the consents of any auditor to the inclusion of the Underwriter's discount financial statements of the Company 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 any of its Subsidiaries in the Registration Statement, Proxy Statement when it becomes effective under and other filings with the Securities Act) SEC. The Company shall provide Purchaser with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the "Other Financing Sources") Registration Statement, Proxy Statement or in any amendments or supplements thereto, or any other filings with the SEC. The Company shall ensure that all information provided by the Company, the Selling Shareholders and their respective representatives to enable Apple Purchaser for inclusion or incorporation by reference in the Registration Statement, Proxy Statement, or any other filings with the SEC, shall be true and correct and not contain any untrue statement of a material fact or omit to pay state a material fact required to be stated therein or otherwise deliver on necessary in order to make the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant not misleading. Any filing fees related to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness filing of the Registration Statement shall have been issued by the SEC, and with the SEC as contemplated by this Section 7.11(a) shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered be borne 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 AmountPurchaser.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Shareholders to vote, issuance at an extraordinary general meeting of Purchaser shareholders to be called and sale held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Conversion, by Apple the holders of such 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) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) the adoption and approval of a new equity incentive plan, in a form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Common Stock at equal twenty percent (20%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) adoption and approval of a new a new employee stock purchase plan in a form to be mutually agreed between Purchaser and the Company (the “ESPP””), which need will provide for awards of purchase rights for a 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 of two percent (2%) of the total number of shares of Purchaser Common Stock issued and outstanding, as of the day prior to such increase, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser Shareholder Approval Matters”), and (viii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not be 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 Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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 sale by Apple the rules and regulations of such the SEC and Nasdaq, (ii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) the adoption and approval of a new equity incentive plan, in a form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Common Stock at (including those for the IPO Price Assumed Options) equal twenty percent (20%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) adoption and approval of a new a new employee stock purchase plan in a form to be mutually agreed between Purchaser and the Company (the “ESPP””), which need will provide for awards of purchase rights for a 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 of two percent (2%) of the total number of shares of Purchaser Common Stock issued and outstanding, as of the day prior to such increase, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser Shareholder Approval Matters”), and (viii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not be 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 Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (A) The except for the financial statements and the notes thereto, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Registration Statement, as amended to cover which I express no opinion) but only insofar as the offeringCompany and its business and the Merger Agreement, issuance the Option Agreement and sale the transactions contemplated thereby, including the Merger, are described therein, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder. The documents filed by Apple of such number of shares of Apple Common Stock at Summit with the IPO Price Securities and Exchange Commission (which need not be set forth the "Commission") and incorporated by reference in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the 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 2.04, (2) the total cash portion Part I.B. of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective Form S-4 under the Securities Act will be repaid on (except for the IPO Closing Date with proceeds received by Apple from the IPO financial statements and the Other Financing Sourcesnotes thereto and the financial statement schedules and other financial, shall have been declared effective under statistical and accounting data included, incorporated by reference or deemed incorporated by reference, as to which I express no opinion) when filed with the Commission complied as to form in all material respects with the Securities Exchange Act by of 1934, as amended, and the SEC; (B) no stop order suspending rules and regulations thereunder. I or members of my staff have participated in conferences with officers and other representatives of the effectiveness Company and Prime, representatives of the independent public accountants for the Company and Prime and counsel for Prime, at which conferences the contents of the Registration Statement shall and related matters were discussed, and, although I have been issued not independently verified and am not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, no facts have come to my attention (either directly or indirectly after inquiries directed to members of my staff) that lead me to believe that the Registration Statement, on the effective date thereof contained, or on the date hereof contains, insofar as the Company and its business and the Merger Agreement, the Option Agreement and the transactions contemplated thereby, including the Merger, are described therein, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (it being understood that I express no view with respect to the financial statements and related notes, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Registration Statement). Please be advised that, where any statement is stated herein as being "to the best of my knowledge," the statement refers to my actual knowledge (or knowledge based upon the above-referenced certificates) and my conscious awareness of facts or other information. I have not independently verified the accuracy of such statement but intend to advise you that in the course of my duties as Executive Vice President, General Counsel and Secretary of the Company and, in particular, my participation in the preparation, authorization, execution and delivery of the Merger Agreement and the Option Agreement and in the preparation (together with members of my staff) of the Registration Statement, nothing has come to my attention (with respect to the Registration Statement, either directly or indirectly after inquiries directed to my staff) that leads me to believe, and I do not believe, that the matter is other than as stated herein. In addition, please be advised that my opinion with respect to the valid and binding nature of the Merger Agreement and the Option Agreement is subject to applicable bankruptcy, insolvency, merger, moratorium, fraudulent conveyance, fraudulent transfer and other laws presently or hereafter in effect affecting the enforcement of creditors' rights and remedies generally or institutions the deposits of which are insured by the SECFederal Deposit Insurance Corporation, and the SEC shall affiliates of such institutions, and by equitable principles limiting the right to obtain specific performance or other similar equitable relief (regardless of whether such enforceability is considered in a proceeding in equity or at law), the discretion of a court in ordering specific performance or other equitable remedies, and to general principles of equity (regardless of whether questioned in a proceeding at law or in equity). The opinions herein are limited to the Federal laws of the United States and the corporate and banking laws of the State of New Jersey and the Commonwealth of Pennsylvania, and I express no opinion as to the effect on any matter covered by this opinion of the laws of any other jurisdiction. This opinion is not have initiated to be quoted or threatened otherwise referred to initiate Litigation for that purpose; in any documents or filed with any governmental agency, entity or person or relied upon by any agency, entity or person other than the addressee, without my prior written consent. Very truly yours, EXHIBIT G-1 PARTICIPATION LETTER James J. Lynch Re: Exxxxxxxx Xxxxxxnce Plan and (C) Termination Agreement Dear Mr. Lynch: On Octxxxx 00, 1997, the Underwriter shall have agreed in writing Board of Directors of Summit Bancorp. (the "Underwriting Agreement," which term includes Company") amended and restated the related pricing agreementSummit Bancorp. Executive Severance Plan (as amended, the "Plan"). A copy of the Plan, reflecting all amendments, is attached hereto and made a part hereof as if any) fully set forth in this letter. Unless the context otherwise requires or unless otherwise defined in this letter, capitalized terms used in this letter have the meanings assigned to purchase from Apple on them in the Plan. The Committee, as a firm commitment basis matter of separate inducement and not in lieu of any salary or other compensation for resale services, has selected you to participate in the public initially at the IPO PricePlan, subject to the terms and conditions of the Plan and this letter. This letter constitutes your Participation Letter under the Plan. Your participation in the Plan commences as of the effective date and time of the merger of Prime Bancorp, Inc. into Summit Bancorp ("Effective Time"). You cease to be a Participant in the Plan upon the earliest to occur of (i) October 15, 2002 (the "Expiration Date"), (ii) the Date of Termination, and (iii) your Retirement. The Expiration Date will be automatically extended for an additional year (each such anniversary being the new Expiration Date) unless at least 90 calendar days prior to the then Expiration Date, the Company notifies you that the then Expiration Date will not be extended (it being understood that the automatic extension operates in successive years so long as no notice is given). The payments and benefits to which you as a Participant in the Plan may become entitled will be determined under the Plan. It is an express condition to your entitlement to the payments of amounts and the provision of benefits provided for by paragraph 5(a) of the Plan that the Company receive on the Date of Termination a Release, Covenant Not to Sue, Non-Disclosure and Xxn-Solicitation Agreement executed by you, or your legal representative (in the event of your death or Disability) in the form 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 Exhibit A to the Underwriting AgreementPlan, shall equal at least and that such Agreement be effective. The following special provisions ("Letter Amendments") supplement, amend and supersede the Minimum Cash Amount.provisions of the Plan, as applied to you:

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 shares of Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, issuance at a special meeting of the Purchaser’s stockholders to be called and sale held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by Apple the holders of such Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) the approval of the Amended Purchaser Certificate of Incorporation upon the Closing; (iii) the adoption and approval of a new equity incentive plan in a form to be agreed between the Purchaser and the Company acting reasonably and in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Apple Purchaser Common Stock at equal to ten percent (10%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”); and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, the Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay Statement, or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition in any amendments or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountsupplements thereto.

The Registration Statement. (Aa) The As promptly as reasonably practicable after the date hereof, the Purchaser shall file with the SEC a registration statement (prepared with the reasonable assistance of the Company and the Seller) 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 replacement Purchaser Securities to be issued to the holders thereof in the Conversion, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares (and upon the Conversion, the Purchaser Class A Common Stock) redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Contribution and the Conversion (and, to the extent required, the issuance of any shares in connection with any PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Companies Law, the DCGL and sale by Apple the rules and regulations of such the SEC and Nasdaq, (ii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Purchaser and the Seller (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Class A Common Stock equal to twelve and one-half percent (12.5%) of the aggregate number of shares of Purchaser Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 6.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Contribution and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, 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 shall make at least one postponement or adjournment of the IPO Price (which need not be Purchaser Special Meeting, and may make one or more additional successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Cayman Companies Law, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company and the Seller shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Seller, the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the Effective Date, JWAC and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of JWAC with respect to any applicable SEC filing fees and/or registration fees) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of JWAC Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of JWAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from JWAC shareholders for the matters to be repaid acted upon at the Special Stockholder Meeting and providing the Public Stockholders an opportunity in accordance with JWAC’s Organizational Documents and the IPO Prospectus to have their JWAC Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the IPO Closing Date with proceeds received by Apple Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from JWAC shareholders to vote, at a special meeting of JWAC stockholders to be called and held for such purpose (the IPO “Special Stockholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Other Financing SourcesTransactions (including, shall have been declared effective under to the Securities Act extent required, the issuance of the Exchange Shares and the PIPE Shares), by the SEC; holders of JWAC Common Stock in accordance with JWAC’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (B) no stop order suspending to the effectiveness extent required by the Federal Securities Laws or the Laws of the Registration Statement shall have been issued by Cayman Islands, the SECadoption of the Amended Pubco Charter, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and JWAC and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.15 hereof, (E) such other matters as the Company, Pubco and JWAC shall have agreed hereafter mutually determine to be necessary or appropriate in writing order to effect the Transactions (the "Underwriting Agreement," which term includes approvals described in foregoing clauses (A) through (E), collectively, the related pricing agreement“Stockholder Approval Matters”, and (F) the adjournment of the Special Stockholder Meeting, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth necessary or desirable in the Underwriting Agreement, such number reasonable determination 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 AmountJWAC.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the 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 Securities to be issued under this Agreement to the holders of Purchaser Securities and the Company Security Holders pursuant to the Transactions (including the Earnout Shares,if permissible under the Form S-4), which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the Purchaser Stockholders for the matters to be acted upon at the Purchaser Special Stockholder Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Stockholders to vote, at an special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Stockholder Meeting”), in favor of resolutions approving (A) The Registration Statementthe adoption and approval of this Agreement and the Transactions (including the Assumed Options regardless of whether the Pubco Equity Plan is approved in subsection (B) below and, as amended to cover the offeringextent required, the issuance of any PIPE Shares), by the holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the DGCL and sale by Apple the rules and regulations of the SEC and Nasdaq, (B) the adoption and approval of a new omnibus equity incentive plan for Pubco, in form and substance reasonably acceptable to Purchaser and the Company (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of shares of Apple Pubco Class A Common Stock at equal to the IPO Price greater of (which need not be i) the number of shares of Pubco Common Stock that are subject to the Assumed Options, and (ii) ten percent (10%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing, (C) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (D) the approval of an amendment to the Insider Letter, effective upon the Closing, to reduce the Founder Shares Lock-up Period set forth in clause (A) of Section 8(a) thereof from one year after the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net completion of the Underwriter's discount Business Combination and provide that (i) twenty five percent (25%) of the Founder Shares will be released upon the filing of Pubco’s first Form 10-Q or commissionsForm 10-K filing made six (6) in at least months after the amount Closing and (ii) and an additional 25% of the "Minimum Cash Amount") Founder Shares will be released after each Form 10-Q or Form 10-K that is sufficient, when added filed each quarter thereafter (in addition to the funds, if any, available from other sources (if any, early release for stock price performance and a subsequent sale as set forth in the Registration Statement when it becomes effective under the Securities Actcurrent Insider Letter lock-up) (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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose“Insider Letter Amendment Approval”); and (CE) such other matters as the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Stockholder Approval Matters”), and (F) the Underwriter shall have agreed in writing (adjournment of the "Underwriting Agreement," which term includes the related pricing agreementPurchaser Special Stockholder Meeting, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth necessary or desirable in the Underwriting Agreement, such number reasonable determination 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 AmountPurchaser.

The Registration Statement. (A) The except for the financial statements and the notes thereto, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Registration Statement, as amended to cover which I express no opinion) but only insofar as the offeringCompany and its business and the Reorganization Agreement, issuance the Option Agreement and sale the transactions contemplated thereby, including the Reorganization, are described therein, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder. The documents filed by Apple of such number of shares of Apple Common Stock at Summit with the IPO Price Securities and Exchange Commission (which need not be set forth the "Commission") and incorporated by reference in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the 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 2.04, (2) the total cash portion Part I.B. of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective Form S-4 under the Securities Act will be repaid on (except for the IPO Closing Date with proceeds received by Apple from the IPO financial statements and the Other Financing Sourcesnotes thereto and the financial statement schedules and other financial, shall have been declared effective under statistical and accounting data included, incorporated by reference or deemed incorporated by reference, as to which I express no opinion) when filed with the Commission complied as to form in all material respects with the Securities Exchange Act by of 1934, as amended, and the SEC; (B) no stop order suspending rules and regulations thereunder. I or members of my staff have participated in conferences with officers and other representatives of the effectiveness Company and NSS, representatives of the independent public accountants for the Company and NSS and counsel for NSS, at which conferences the contents of the Registration Statement shall and related matters were discussed, and, although I have been issued not independently verified and am not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, no facts have come to my attention (either directly or indirectly after inquiries directed to members of my staff) that lead me to believe that the Registration Statement, on the effective date thereof contained, or on the date hereof contains, insofar as the Company and its business and the Reorganization Agreement, the Option Agreement and the transactions contemplated thereby, including the Reorganization, are described therein, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (it being understood that I express no view with respect to the financial statements and related notes, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Registration Statement). Please be advised that, where any statement is stated herein as being "to the best of my knowledge," the statement refers to my actual knowledge (or knowledge based upon the above-referenced certificates) and my conscious awareness of facts or other information. I have not independently verified the accuracy of such statement but intend to advise you that in the course of my duties as Executive Vice President, General Counsel and Secretary of the Company and, in particular, my participation in the preparation, authorization, execution and delivery of the Reorganization Agreement and the Option Agreement and in the preparation (together with members of my staff) of the Registration Statement, nothing has come to my attention (with respect to the Registration Statement, either directly or indirectly after inquiries directed to my staff) that leads me to believe, and I do not believe, that the matter is other than as stated herein. In addition, please be advised that my opinion with respect to the valid and binding nature of the Reorganization Agreement and the Option Agreement is subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other laws presently or hereafter in effect affecting the enforcement of creditors' rights and remedies generally or institutions the deposits of which are insured by the SECFederal Deposit Insurance Corporation, and the SEC shall not have initiated affiliates of such institutions, and by equitable principles limiting the right to obtain specific performance or threatened other similar equitable relief (regardless of whether such enforceability is considered in a proceeding in equity or at law), the discretion of a court in ordering specific performance or other equitable remedies, and to initiate Litigation for that purpose; and general principles of equity (C) the Underwriter shall have agreed regardless of whether questioned 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 proceeding at law or in equity). The opinions herein are limited to the public initially at Federal laws of the IPO PriceUnited States and the corporate and banking laws of the State of New Jersey and the Commonwealth of Pennsylvania, subject and I express no opinion as to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock effect on any matter covered by this opinion of the Registration Statement as, when multiplied by the price per share laws of Apple Common Stock any other jurisdiction. This opinion is not to be paid quoted or otherwise referred to in any documents or filed with any governmental agency, entity or person or relied upon by any agency, entity or person other than the Underwriter to Apple pursuant to the Underwriting Agreementaddressee, shall equal at least the Minimum Cash Amount.without my prior written consent. Very truly yours,

The Registration Statement. (Aa) The As promptly as practicable after the date of this Agreement, Purchaser, the Company and Pubco shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and Pubco shall (at the sole cost and expense of Purchaser) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and holders of securities of the Company prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser shareholders for the matters to be repaid acted upon at the Special Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the IPO Closing Date with proceeds received by Apple Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the IPO “Special Meeting”), in favor of resolutions approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company, Pubco and Purchaser) (A) the adoption and approval of this Agreement and the Other Financing Sources, shall have been declared effective under the Securities Act Transactions by the SEC; holders of Purchaser Class A Shares in accordance with Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NYSE, (B) no stop order suspending to the effectiveness extent required by Federal Securities Laws, the adoption of the Registration Statement shall have been issued by the SECAmended Pubco Charter, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed adoption and approval of a new equity incentive plan for Pubco in writing substantially the form as the Company and Purchaser mutually agree on pursuant to Section 5.14 (the "Underwriting Agreement," which term includes “Pubco Equity Plan”), (D) the related pricing agreementappointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 5.13 hereof, (E) such other matters (if any) as the Company, Pubco and Purchaser shall hereafter mutually determine to purchase from Apple on a firm commitment basis for resale be necessary or appropriate in order to effect the public initially at Transactions (the IPO Priceapprovals described in foregoing clauses (A) through (E), subject to collectively, the conditions set forth “Purchaser Shareholder Approval Matters”, and the approvals described in clauses (A) through (B), the “Required Purchaser Shareholder Approval Matters”), and (F) the adjournment of the Special Meeting, if necessary or desirable in the Underwriting Agreement, such number reasonable determination 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 AmountPurchaser.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, MICT and BVI Pubco, shall prepare with the reasonable assistance of BI China and ParagonEx, and file with the SEC a Registration Statement on Form 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 BVI Pubco Ordinary Shares to be issued under this Agreement to the holders of MICT Securities, the BI China Purchased Securities, the ParagonEx Purchased Securities, the ParagonEx Founders’ Additional Shares and the shares issuable to the PIPE Investors, which Registration Statement will also contain a proxy statement of MICT (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from MICT stockholders for the matters to be acted upon at the Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from MICT stockholders to vote, at a special meeting of MICT stockholders to be called and held for such purpose (the “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions requiring such approval by the holders of MICT Common Stock in accordance with MICT’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq and presenting the Merger (ii) such other matters as BNN, ParagonEx, MICT and BVI Pubco shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) and (ii), collectively, the “MICT Stockholder Approval Matters”), and (iii) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of MICT. MICT agrees to use commercially reasonable efforts to include the following items in the Proxy Statement: (i) the adoption and approval of a new Equity Incentive Plan for BVI Pubco, in the form to be mutually agreed by the Parties (collectively, the “GFH Equity Plan”), including the GFH Israeli Sub-Plan, which plan will provide that the aggregate awards under such plan shall be for a number of BVI Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of BVI Pubco Ordinary Shares issued and outstanding immediately after the Closing (which number of shares awarded for the avoidance of doubt shall not include the MICT Replacement Options), (ii) the appointment of the members of the Post-Closing BVI Pubco Board, and (iii) the amendment of the MICT Charter to effect a reverse stock split of the MICT Common Stock solely in order to comply with Section 12.1(i). For the avoidance of doubt, the proposals set forth in clauses (i), (ii) and (iii) of the preceding sentence shall not be deemed to be MICT Stockholder Approval Matters and such proposals shall not constitute conditions to the Closing. If as of the close of business on the Business Day prior to the date for which the Special Meeting is scheduled, MICT has not received proxies representing a sufficient number of shares to obtain the Required Stockholder Approval, whether or not a quorum is present, MICT may make one or more successive postponements or adjournments of the Special Meeting. In connection with the Registration Statement, as amended to cover MICT will file with the offering, issuance SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in MICT’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq. MICT shall cooperate and provide BVI Pubco, BI China and ParagonEx (and their respective 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. BI China shall provide MICT and BVI Pubco, with such information concerning the BI China Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations and ParagonEx shall provide MICT and BVI Pubco, with such information concerning the ParagonEx Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations, that MICT and BVI Pubco, reasonably requests for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by BI China and ParagonEx, as applicable, 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, MICT makes no covenant, representation or warranty with respect to statements made in the Registration Statement when it becomes effective under (and the Securities Act) as shall yield aggregate cash proceeds letter to Apple from that sale (net stockholders, notice of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the fundsmeeting and form of proxy included therewith), 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 based on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act information provided by the SEC; (B) no stop order suspending the effectiveness BNN, BI China or ParagonEx or any of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation their Representatives for that purpose; and (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 public initially at the IPO 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 Amountinclusion therein.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Kernel shall prepare with the reasonable assistance of the 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, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Kernel Common Stock to be paid issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Kernel stockholders for the matters to be acted upon at Kernel Special Meeting and providing the Public Stockholders an opportunity in accordance with Kxxxxx’s Organizational Documents and the IPO Prospectus to have their shares of Old Kernel Class A Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on Kernel Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Kernel stockholders to vote, at a special meeting of Kernel stockholders to be called and held for such purpose (the “Kernel Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with any PIPE/Convertible Note Investment), by the Underwriter holders of shares of Old Kernel Class A Stock and Old Kernel Class B Stock in accordance with Kernel’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Kernel Charter, (iii) the appointment of the members of the post-Closing Kernel Board in accordance with Section 6.17 hereof, (iv) such other matters as the Company and Kernel shall hereafter mutually determine to Apple pursuant be necessary or appropriate in order to effect the Underwriting AgreementMerger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Kernel Stockholder Approval Matters”), and (v) the adjournment of Kernel Special Meeting, if necessary or desirable in the reasonable determination of Kernel. If on the date for which Kernel Special Meeting is scheduled, Kernel has not received proxies representing a sufficient number of shares to obtain the Required Kernel Stockholder Approval, whether or not a quorum is present, Kernel may make one or more successive postponements or adjournments of Kernel Special Meeting. In connection with the Registration Statement, Kernel will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Kernel’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq. Kernel shall equal at least cooperate and provide the Minimum Cash AmountCompany (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 Kernel with such information concerning the Target Companies and their stockholders, 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 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 Registration Statement. (Aa) The As promptly as practicable after the date of this Agreement, Purchaser shall prepare with the reasonable assistance of the 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, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of Purchaser Common Stock to be issued under this Agreement as the Business Combination Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Business Combination (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the amended and restated Purchaser Certificate of Incorporation, including the change of name of Purchaser, (iii) adoption and approval of the New Equity Incentive Plan in substantially the form attached as Exhibit D hereto, and which will provide that (A) the total awards under such New Equity Incentive Plan will be repaid on a number of Purchaser Common Stock equal to ten percent (10%) of the IPO Closing Date with proceeds received by Apple from aggregate number of Purchaser Common Stock issued and outstanding as of the IPO End Date, and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop the total awards under an Employee Stock Purchase Plan will be a number of Purchaser Common Stock equal to one percent (1%) of the aggregate number of Purchaser Common Stock issued and outstanding as of Closing; (iv) the appointment of the members of the Post-Closing Board in accordance with Section 7.16 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order suspending to effect the effectiveness Transactions (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement shall have been issued by 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 Purchaser with such information concerning the SEC shall not have initiated Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or threatened to initiate Litigation otherwise), business and operations that may be required or appropriate for that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth inclusion in the Underwriting AgreementRegistration Statement, such number of shares of Apple Common Stock covered or in any amendments or supplements thereto, which information provided by the Registration Statement asCompany 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, when multiplied by in light of the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementcircumstances under which they were made, shall equal at least the Minimum Cash Amountnot misleading.

The Registration Statement. (A) The Registration Statement, as amended to cover the offering, issuance and sale by Apple ARS of such number of shares of Apple 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 shall yield aggregate cash proceeds to Apple ARS from that sale (net of the 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 ARS to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the Merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition Merger or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple ARS which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple ARS from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple ARS on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple ARS Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple ARS Common Stock to be paid by the Underwriter to Apple ARS pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.

The Registration Statement. (A) The Registration Statement, as amended to cover the offering, issuance and sale by Apple TMI of such number of shares of Apple TMI 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 shall yield aggregate cash proceeds to Apple from that sale TMI (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, sufficient when added to the funds, if any, available from other sources (the "Other Financing Sources"), if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") Act to enable Apple TMI to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition mergers or other acquisition transactions contemplated thereby thereby, and (3) the total amount of Indebtedness of the Founding Companies and Apple TMI which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple TMI from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple TMI on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple TMI Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple TMI Common Stock to be paid by the Underwriter to Apple TMI pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount; and (D) neither the Registration Statement nor the Final Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in the light of the circumstances under which those statements are made.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), issuance in favor of resolutions approving (i) the adoption and sale approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by Apple the holders of such 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) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in the form to be mutually agreed to by the Parties (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Common Stock at equal (A) fifteen percent (15%) of the IPO Price aggregate number of shares issued pursuant to the Merger and the transactions contemplated herein, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under Purchaser’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , the DGCL and the rules and regulations of the Underwriter's discount or commissionsSEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added with a reasonable opportunity to the funds, if any, available from other sources (if any, review and as set forth in comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date same with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the SEC shall not have initiated Target Company and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or threatened to initiate Litigation otherwise), business and operations that may be required or appropriate for that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth inclusion in the Underwriting AgreementRegistration Statement, such number of shares of Apple Common Stock covered or in any amendments or supplements thereto, which information provided by the Registration Statement asCompany 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, when multiplied by in light of the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementcircumstances under which they were made, shall equal at least the Minimum Cash Amountnot materially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), issuance in favor of resolutions approving (i) the adoption and sale approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by Apple the holders of such 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) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Parties (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Common Stock at equal (A) fifteen percent (15%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under Purchaser’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , the DGCL and the rules and regulations of the Underwriter's discount or commissionsSEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added with a reasonable opportunity to the funds, if any, available from other sources (if any, review and as set forth in comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date same with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the SEC shall not have initiated Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or threatened to initiate Litigation otherwise), business and operations that may be required or appropriate for that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth inclusion in the Underwriting AgreementRegistration Statement, such number of shares of Apple Common Stock covered or in any amendments or supplements thereto, which information provided by the Registration Statement asCompany 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, when multiplied by in light of the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementcircumstances under which they were made, shall equal at least the Minimum Cash Amountnot materially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser and Pubco shall prepare with the reasonable assistance of the 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 Securities to be issued under this Agreement to the holders of Purchaser Securities and the Company Security Holders pursuant to the Mergers, which Registration Statement will also contain a proxy statement of the Purchaser (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and sale by Apple the rules and regulations of such the SEC and Nasdaq, (ii) the adoption and approval of the new equity incentive plan for Pubco in a form to be agreed between the Purchaser and the Company, which agreement shall not be unreasonably withheld, conditioned or delayed (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Pubco Common Stock at equal to seven and one-half percent (7.5%) of the IPO Price aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), which need plan shall have been approved and adopted by Pubco, (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.16 hereof, (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in the foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. Purchaser will take, in accordance with applicable Law, Nasdaq rules and the Organizational Documents of Purchaser, all action necessary to call, hold and convene the Purchaser Special Meeting to consider and vote upon the Purchaser Stockholder Approval Matters as promptly as practicable after the filing of the Proxy Statement in definitive form with the SEC. Following delivery of the Proxy Statement to the Purchaser Stockholders, Purchaser will use reasonable best efforts to solicit approval of the Purchaser Stockholder Approval Matters by the Purchaser stockholders. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide the Purchaser and Pubco with such information concerning the Target Companies and their shareholders, members, officers, directors, managers, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then circumstances under which they were made, not materially misleading. The Purchaser shall provide the Company and Pubco with such information concerning the Purchaser Parties and their shareholders, members, officers, directors, managers, 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 the Purchaser shall be true and correct and not contain any untrue statement of a material fact or omit to be delivered pursuant state a material fact necessary in order to Section 2.04make the statements made, (2) the total cash portion in light of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple circumstances under which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sourcesthey were made, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (A) The Registration Statement, as amended to cover the offering, issuance and sale by Apple WORK of such number of shares of Apple WORK 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 shall yield aggregate cash proceeds to Apple from that sale WORK (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, sufficient when added to the funds, if any, available from other sources (the "Other Financing Sources"), if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") Act to enable Apple WORK to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition mergers or other acquisition transactions contemplated thereby thereby, and (3) the total amount of Indebtedness of the Founding Companies and Apple WORK which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple WORK from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple WORK on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple WORK Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple WORK Common Stock to be paid by the Underwriter to Apple WORK pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount; and (D) neither the Registration Statement nor the Final Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in the light of the circumstances under which those statements are made.

The Registration Statement. The Issuer (Atogether with Funding 2 and the Mortgages Trustee) The Registration Statement, as amended to cover has prepared and filed with the offering, issuance United States Securities 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount Exchange Commission (the "Minimum Cash AmountCommission") that is sufficienta registration statement on Form S-3 (File No. 333-119671), when added to the funds, if any, available from other sources (if anyincluding a prospectus, 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes such registration statement has become effective under the Securities Act will be repaid on of 1933, as amended (the IPO "Securities Act"). As of the Closing Date with proceeds received by Apple from the IPO and the Other Financing SourcesDate, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that purpose have been initiated or to the Issuer's knowledge threatened by the Commission. The prospectus in the form in which it will be used in connection with the offering of the Dollar Notes is proposed to be supplemented by a prospectus supplement relating to the Dollar Notes and, as so supplemented, to be filed with the Commission pursuant to Rule 424 under the Act. (Such registration statement, as amended at the time it became effective (the "Effective Date"), or if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, is hereinafter referred to as the "Registration Statement"; such prospectus supplement, as first filed with the Commission, is hereinafter referred to as the "Prospectus Supplement"; and such prospectus, in the form in which it was first be filed with the Commission in connection with the offering of the Dollar Notes, as supplemented by the Prospectus Supplement, is hereinafter referred to as the "Prospectus"). Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Effective Date of the Registration Statement or the date of such preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall have been issued by be deemed to refer to and include the SECfiling of any document under the U.S. Securities Exchange Act of 1934, as amended, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; rules and regulations of the Commission thereunder (C) the Underwriter shall have agreed in writing (collectively, the "Underwriting Agreement," which term includes Exchange Act") after the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number Effective Date of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by or the price per share issue date of Apple Common Stock to be paid by any preliminary prospectus or the Underwriter to Apple pursuant to date on which the Underwriting Agreement, shall equal at least the Minimum Cash Amount.-------------------------------------------------------------------------

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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 sale by Apple the rules and regulations of such the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Charter, (iii) the adoption and approval of a new equity incentive plan in the form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Common Stock at (including those for the IPO Price Assumed Options and Exchanged RSUs) equal to seven and one-half percent (7.5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption, and less the number of shares of Purchaser Common Stock related to the Assumed Options and Exchanged RSUs), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date of this Agreement, Purchaser and the Company shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and Purchaser shall (at the sole cost and expense of Purchaser) 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, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Purchaser Securities to be issued under this Agreement to the holders of securities of the Company prior to the Merger Effective Date, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser shareholders for the matters to be repaid acted upon at the Special Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the IPO Closing Date with proceeds received by Apple Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the IPO “Special Meeting”), in favor of resolutions approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company and Purchaser) (A) the adoption and approval of this Agreement and the Other Financing Sources, shall have been declared effective under the Securities Act Transactions by the SEC; holders of Purchaser Shares in accordance with Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NASDAQ, (B) no stop order suspending the effectiveness adoption of the Registration Statement shall have been issued by the SECAmended Purchaser Charter, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed adoption and approval of a new equity incentive plan for Purchaser in writing substantially the form as the Company and Purchaser mutually agree on pursuant to Section 5.16 (the "Underwriting Agreement," which term includes “Purchaser Equity Plan”), (D) the related pricing agreementappointment of the members of the Post-Closing Purchaser Board, in each case in accordance with Section 5.15 hereof, (E) the issuance of the Earnout Shares, (F) such other matters (if any) as the Company and Purchaser shall hereafter mutually determine to purchase from Apple on a firm commitment basis for resale be necessary or appropriate in order to effect the public initially at Transactions (the IPO Priceapprovals described in foregoing clauses (A) through (F), subject to collectively, the conditions set forth “Purchaser Shareholder Approval Matters”, and the approvals described in clauses (A) through (B), the “Required Purchaser Shareholder Approval Matters”), and (G) the adjournment of the Special Meeting, if necessary or desirable in the Underwriting Agreement, such number reasonable determination 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 AmountPurchaser.

The Registration Statement. (Aa) The As promptly as practicable after the date of this Agreement, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares (or if after the Effective Time, their Pubco Ordinary Shares) redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as ordinary resolutions, the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of any PIPE Shares) by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and Nasdaq (provided that the Merger and the Plan of Merger must be authorized by a special resolution), (ii) as an ordinary resolution, the adoption and approval of a new equity incentive plan for Pubco in form and substance reasonably acceptable to the Company, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be repaid a number of Pubco Ordinary Shares equal to twelve percent (12%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (iii) as an ordinary resolution, the appointment of the members of the Post-Closing Pubco Board in accordance with Section 8.14 hereof, (iv) as an ordinary resolution (or if required by applicable Law or the Purchaser Memorandum and Articles, as a special resolution) such other matters as the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Shareholder Approval Matters”), and (v) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the IPO Closing Date date for which the Extraordinary General Meeting is scheduled, Purchaser has not received proxies 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 Extraordinary General Meeting. In connection with proceeds received the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by Apple from this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the IPO Cayman Act and the Other Financing Sources, rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall have been declared effective under cooperate and provide the Securities Act by the SEC; Company (Band its counsel) no stop order suspending the effectiveness of 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 have been issued provide Purchaser and Pubco with such information concerning the Target Companies and their shareholders, 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 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. Each of the parties will pay its own costs and expenses ((including legal, financial advisory, consulting and accounting fees and expenses) incurred in connection with the Registration Statement, except that any filing fees or similar fees with respect to SEC, regulatory or governmental approval shall be borne equally by Purchaser and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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.Company. 52

The Registration Statement. (Aa) The Registration Statement, As promptly as amended to cover practicable after 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 shall yield aggregate cash proceeds to Apple from that sale (net delivery of the 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 anyAudited Company Financials, 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for following Purchaser’s reasonable satisfaction that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth in Section 7.3(a) will be satisfied, the Underwriting AgreementPurchaser shall prepare with the reasonable assistance of the Company, such number 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 shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Purchaser Common Stock to be paid issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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 Underwriter 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) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in a form to Apple pursuant be mutually agreed between the Purchaser and the Company (the “Incentive Plan”), provided that such Incentive Plan shall include a provision that no Management Recipients may participate in the Incentive Plan while eligible to receive the Management Earnout Shares; (iv) adoption and approval of the RSU Incentive Plan; (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, and (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. 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 Purchaser with such information concerning the Target Companies and their stockholders, 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 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: (a) 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 Purchaser SEC Filings or the Proxy Statement provided to the Underwriting AgreementPurchaser’s stockholders; or (b) any projections or forecasts, shall equal at least including those included in the Minimum Cash AmountRegistration Statement or the Proxy Statement provided to the Purchaser’s stockholders.

The Registration Statement. (A) The Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the 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 Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the Merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition Merger or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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. (Aa) As promptly as practicable after the date hereof, the Company and the SPAC shall jointly prepare, and the SPAC shall file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the SPAC Class A Ordinary Shares, the SPAC Public Warrants and the SPAC Class B Ordinary Shares to be issued or deemed to be issued pursuant to the SPAC Continuance and under this Agreement as the Exchange Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC shareholders for the matters to be acted upon at the SPAC Special Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Ordinary Shares redeemed (the “Redemption”) in conjunction with the 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 to vote at a special meeting of the SPAC shareholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (i) the SPAC Continuance, (ii) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Amalgamation, by the holders of SPAC Ordinary Shares in accordance with the SPAC’s Organizational Documents, the Securities Act, the Companies Law, the BCBCA and the rules and regulations of the SEC and Nasdaq, (iii) the adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Parties, and which will provide for awards for a number of SPAC Class A Ordinary Shares equal to ten percent (10%) of the aggregate number of SPAC Class A Ordinary Shares issued and outstanding immediately after the Closing (giving effect to the Redemption, any Equity Financing and the Amalgamation), (iv) the appointment of the members of the Post-Closing Board in accordance with Section 6.18 hereof, (v) such other matters as the Company and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the SPAC Continuance and the Amalgamation and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “SPAC Shareholder Approval Matters”), and (vi) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of the SPAC. If on the date for which the 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 SPAC Special Meeting. In connection with the Registration Statement, as amended to cover the offering, issuance Company will file with the SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under SPAC’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , applicable Law and the rules and regulations of the Underwriter's discount or commissionsSEC and Nasdaq. The Company shall cooperate and provide the SPAC (and its counsel) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added with a reasonable opportunity to the funds, if any, available from other sources (if any, review and as set forth in comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date same with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC Company shall not have initiated consider any such comments timely made in good faith. The Company shall provide the SPAC with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or threatened to initiate Litigation otherwise), business and operations that may be required or appropriate for that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth inclusion in the Underwriting AgreementRegistration Statement, such number of shares of Apple Common Stock covered or in any amendments or supplements thereto, which information provided by the Registration Statement asCompany 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, when multiplied by in light of the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementcircumstances under which they were made, shall equal at least the Minimum Cash Amountnot materially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Purchaser and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of Purchaser with respect to any applicable SEC filing fees and/or registration fees) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser shareholders for the matters to be repaid acted upon at the Special Stockholder Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the IPO Closing Date with proceeds received by Apple Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the IPO “Special Stockholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Other Financing SourcesTransactions (including, shall have been declared effective under to the Securities Act extent required, the issuance of the Exchange Shares and the PIPE Shares), by the SEC; holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the NRS and the rules and regulations of the SEC and Nasdaq, (B) no stop order suspending to the effectiveness extent required by the Federal Securities Laws, Nevada Law or the BVI Act, the adoption of the Registration Statement shall have been issued by the SECAmended Pubco Charter, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) such other matters as the Company, Pubco and Purchaser shall have agreed hereafter mutually determine to be necessary or appropriate in writing order to effect the Transactions (the "Underwriting Agreement," which term includes approvals described in foregoing clauses (A) through (E), collectively, the related pricing agreement“Stockholder Approval Matters”, and (F) the adjournment of the Special Stockholder Meeting, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth necessary or desirable in the Underwriting Agreement, such number reasonable determination 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 AmountPurchaser.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 shares of Purchaser Class A Common Stock to be issued under this Agreement as the Merger Consideration which Registration Statement shall also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the Purchaser’s stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s stockholders to vote, at a special meeting of the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company and Purchaser) (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares of capital stock in connection with the Common Stock Financing and/or any Transaction Financing), by the holders 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) the adoption and approval of the Amended Purchaser Charter; (iii) the adoption and approval of (A) The Registration Statementa new equity incentive plan (the “Incentive Plan”), as amended pursuant to cover which the offering, issuance and sale by Apple of such Purchaser shall issue up to a number of shares equal to six percent (6%) of Apple Common Stock at the IPO Price shares issued as the Merger Consideration, and (B) a new management performance plan (the “Management Performance Plan”), pursuant to which need not the Purchaser shall issue up to a number of shares equal to eight percent (8%) of the shares issued as the Merger Consideration to certain members of Purchaser or Target Company management should certain milestones provided therein be set forth met within five (5) years after the Closing; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”); and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. Purchaser shall include the Purchaser Board Recommendation in the Proxy Statement. The Purchaser shall be entitled to postpone or adjourn the Purchaser Special Meeting solely to the extent necessary (a “Purchaser Meeting Change”): (i) to comply with applicable Law (including, for the avoidance of doubt, any postponement or adjournment required in the event that the Purchaser learns that any inaccurate or misleading information has been included in the Registration Statement when it becomes effective under or any material information has been omitted from the Securities ActRegistration Statement), (ii) to ensure that any supplement or amendment to the Proxy Statement that Purchaser has determined in good faith is required by applicable Law is disclosed to Purchaser’s stockholders and for such supplement or amendment to be promptly disseminated to Purchaser’s stockholders with sufficient time prior to the Purchaser Special Meeting for Purchaser stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least time for which the amount Purchaser Special Meeting is originally scheduled (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 Proxy Statement), there are insufficient Purchaser Securities Act) represented (the "Other Financing Sources"either in person, virtually or by proxy) to enable Apple constitute a quorum necessary to pay or otherwise deliver on conduct the IPO Closing Date business to be conducted at the Purchaser Special Meeting; (1iv) the total cash portion if, as of the Acquisition Consideration then time for which the Purchaser Special Meeting is originally scheduled (rather in person, virtually or by proxy), any material consents required from Governmental Authorities or other third parties in order to consummate the transactions contemplated by this Agreement and the Ancillary Documents have not been obtained and are not reasonably expected to be delivered pursuant obtained prior to the Closing; or (v) in order to seek withdrawals from redemption requests if a number of shares of Purchaser Class A Common Stock have been elected to be redeemed by the holders thereof such that Purchaser reasonably expects that the condition set forth in Section 2.046.2(d) will not be satisfied at the Closing; provided that, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), except for any postponement or adjournment for the reasons specified in clauses (i), (iii) or (v), the Purchaser may only be entitled to two (2) Purchaser Meeting Changes (excluding any postponements or adjournments required by applicable Law), and the total cash portion Purchaser Special Meeting may not be adjourned or postponed to a date that is more than fifteen (15) days after the date for which the Purchaser Special Meeting was originally scheduled (excluding any postponements or adjournments mandated by applicable Law) without the prior written consent of the consideration then to Company (which consent shall not be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition unreasonably withheld, conditioned or other acquisition transactions contemplated thereby delayed) and provided it is held no later than three (3) Business Days prior to the total amount Outside Date; provided, further, that in the event of Indebtedness of a postponement or adjournment pursuant to clauses (ii) or (iii), the Founding Companies and Apple which Purchaser Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved. In connection with the Registration Statement discloses at Statement, the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date Purchaser shall file with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; financial and (C) other information about the Underwriter shall have agreed transactions contemplated by this Agreement 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 public initially at the IPO Price, subject to the conditions accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Underwriting AgreementPurchaser’s Organizational Documents, such number the DGCL and the rules and regulations of shares of Apple Common Stock covered by the SEC and Nasdaq. The Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement asand any amendment or supplement thereto and agree upon (such agreement not to be unreasonably withheld, when multiplied conditioned or delayed) the Registration Statement and any amendment or supplement thereto with the Company prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Target Companies and their stockholders, 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 the price per share Company shall be true and correct and shall not contain any untrue statement of Apple Common Stock a material fact or omit to be paid by state a material fact necessary in order to make the Underwriter to Apple pursuant to statements made, in light of the Underwriting Agreementcircumstances under which they were made, shall equal at least the Minimum Cash Amountnot materially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date of this Agreement, Purchaser and the Company shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and Purchaser shall (at the sole cost and expense of Purchaser) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Purchaser Securities to be issued under this Agreement to the holders of securities of the Company prior to the Merger Effective Date, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser shareholders for the matters to be repaid acted upon at the Special Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the IPO Closing Date with proceeds received by Apple Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the IPO “Special Meeting”), in favor of resolutions approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company and Purchaser) (A) the adoption and approval of this Agreement and the Other Financing Sources, shall have been declared effective under the Securities Act Transactions by the SEC; holders of Purchaser Shares in accordance with Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the SEC and NASDAQ, (B) no stop order suspending the effectiveness adoption of the Registration Statement shall have been issued by the SECAmended Purchaser Charter, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed adoption and approval of a new equity incentive plan for Purchaser in writing substantially the form of Exhibit J or as the Company and Purchaser otherwise mutually agree on pursuant to Section 5.15 (the "Underwriting Agreement," which term includes “Purchaser Equity Plan”), (D) the related pricing agreementappointment of the members of the Post-Closing Purchaser Board, in each case in accordance with Section 5.14 hereof, (E) such other matters (if any) as the Company and Purchaser shall hereafter mutually determine to purchase from Apple on a firm commitment basis for resale be necessary or appropriate in order to effect the public initially at Transactions (the IPO Priceapprovals described in foregoing clauses (A) through (E), subject to collectively, the conditions set forth “Purchaser Shareholder Approval Matters”, and the approvals described in clauses (A) through (B), the “Required Purchaser Shareholder Approval Matters”), and (F) the adjournment of the Special Meeting, if necessary or desirable in the Underwriting Agreement, such number reasonable determination 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 AmountPurchaser.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 shares of Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, issuance at a special meeting of the Purchaser’s stockholders to be called and sale held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by Apple the holders of such Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) the approval of the Amended Purchaser Certificate of Incorporation upon the Closing; (iii) the adoption and approval of a new equity incentive plan in a form to be agreed between the Purchaser and the Company acting reasonably and in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Apple Purchaser Common Stock at equal to ten percent (10%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”); and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, the Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay Statement, or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition in any amendments or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountsupplements thereto.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall, with the reasonable assistance of the Company, 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”) and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. Subject to Section 5.6(d), the Proxy Statement shall include the Purchaser Board Recommendation and proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote at the Purchaser Special Meeting in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, (ii) the issuance of Purchaser Common Stock to be issued hereunder as well as, to the extent applicable, in connection with any PIPE Investment, by the holders of Purchaser Common Stock in accordance with and to the extent required pursuant to the Purchaser’s Organizational Documents, the Securities Act, the Exchange Act, the DGCL and the rules and regulations of the SEC and NYSE or any other applicable stock exchange, (ii) the change of name of the Purchaser and the adoption and approval of the Purchaser Post-Closing Certificate of Incorporation, (iii) adoption and approval of a new equity incentive plan in the form to be prepared by the Company and reasonably agreed upon by the Purchaser and having the terms set forth in Section 5.21 (the “Stock Incentive Plan”), (iv) the adoption and approval of a new employee stock purchase plan in the form to be prepared by the Company and reasonably agreed upon by the Purchaser and having the terms set forth in Section 5.21 (the “Employee Stock Purchase Plan”), (v) the election of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through this (vi), collectively, the “Purchaser Stockholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary. The Purchaser shall not postpone or adjourn the Purchaser Special Meeting without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed); provided that if on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting; provided further that, without the written consent of the Company (not to be unreasonably withheld, conditioned or delayed), in no event shall the Purchaser (x) adjourn the Purchaser Special Meeting for more than 15 Business Days later than the most recently adjourned meeting or to a date that is beyond the Outside Date or (y) change the record date for the Purchaser Special Meeting (whether or not in connection with any adjournment or postponement thereof) after it is initially fixed by the Purchaser’s board of directors. In connection with the Registration Statement, as amended to cover the offering, issuance Purchaser will file with the SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under Purchaser’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , the Exchange Act, the DGCL and the rules and regulations of the Underwriter's discount SEC and the NYSE or commissionsother applicable stock exchange. The Purchaser shall cooperate and provide the Company (and its counsel) in at least with a reasonable opportunity to review and comment on the amount Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (the "Minimum Cash Amount") financial or otherwise), business and operations that is sufficient, when added required or advisable pursuant to the funds, if any, available from other sources (if any, and as set forth applicable Law for inclusion in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay Statement, or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition in any amendments or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountsupplements thereto.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 shares of Purchaser Class A Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any securities in connection with the Financing and sale any other applicable securities), by Apple the holders of such Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and the NYSE; (ii) the adoption and approval of the Amended Purchaser Charter; (iii) the adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Incentive Plan”), which will provide for awards for a number of shares of Apple Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption); (iv) the adoption and approval of a new earnout incentive plan in substantially the form attached as Exhibit G hereto (the “Management Contingent Share Plan”), pursuant to which the Purchaser will issue at the IPO Price Closing ten million (which need not be set forth in 10,000,000) shares of Purchaser Class A Common Stock (the Registration Statement when it becomes effective under the Securities Act“Management Contingent Shares”) as shall yield aggregate cash proceeds to Apple from that sale (net certain members of Target Company management and certain strategic partners of the 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 Target Companies 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 2.04Management Contingent Share Plan, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO Priceeach case, subject to transfer restrictions and forfeiture by the conditions applicable participants should certain milestones provided therein not be met within the period of time after the Closing as set forth in the Underwriting AgreementManagement Contingent Share Plan; (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (vi) the approval of amendment to the Insider Letter, effective upon the Closing, to reduce the Founder Shares Lock-up Period set forth in clause (A) of Section 7(a) thereof from one year after the completion of the Business Combination to six months after the completion of the Business Combination (the “Insider Letter Amendment Approval”); (vii) such other matters as the Purchaser, in consultation with the Company, shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser Stockholder Approval Matters”); and (viii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of Apple Common Stock covered the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and the NYSE. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement asand any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, when multiplied 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 the price per share Company shall be true and correct and not contain any untrue statement of Apple Common Stock a material fact or omit to be paid by state a material fact necessary in order to make the Underwriter to Apple pursuant to statements made, in light of the Underwriting Agreementcircumstances under which they were made, shall equal at least the Minimum Cash Amountnot materially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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 sale by Apple the rules and regulations of such the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Charter, (iii) the adoption and approval of a new equity incentive plan in the form to be mutually agreed between Purchaser and the Company acting reasonably in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Apple Purchaser Class A Common Stock at equal to five percent (5%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), and will include a customary evergreen provision, (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser shall prepare, with the reasonable assistance of the Company, and cause Holdco to 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 Holdco Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (such rights to have their Purchaser Ordinary Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Denali Merger (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 and IPO Prospectus, the Securities Act, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption of the amended and restated memorandum and articles of association of Purchaser in connection with the Denali Merger, (iii) the change of name of the Purchaser in connection with the Denali Merger, (iv) on an advisory basis only, the adoption and approval of the Amended Holdco Certificate of Incorporation, including the change of name of Holdco, (v) adoption and approval of a new equity incentive plan, in a form reasonably acceptable to cover the offeringCompany and Purchaser (the “Equity Incentive Plan”), issuance and sale by Apple of such which will provide for awards for a number of shares of Apple Holdco Common Stock at equal to (a) ten percent (10%) of the IPO Price aggregate number of shares of Holdco Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), plus (b) the number of shares of Holdco Common Stock underlying the Converted Stock Options, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (including any proposal to alter the authorized share capital of the Purchaser to match the authorized share capital of Denali Merger Sub) (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, Purchaser has not be 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 Special Meeting. In connection with the Registration Statement, Holdco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under Purchaser’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , the DGCL and the rules and regulations of the Underwriter's discount or commissionsSEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added with a reasonable opportunity to the funds, if any, available from other sources (if any, review and as set forth in comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date same with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the SEC shall not have initiated Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or threatened to initiate Litigation otherwise), business and operations that may be required or appropriate for that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth inclusion in the Underwriting AgreementRegistration Statement, such number of shares of Apple Common Stock covered or in any amendments or supplements thereto, which information provided by the Registration Statement asCompany 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, when multiplied by in light of the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementcircumstances under which they were made, shall equal at least the Minimum Cash Amountnot materially misleading.

The Registration Statement. (Aa) The Parent shall prepare, with the assistance of the Company, and simultaneously with the execution of this Agreement (and on the date hereof), 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, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Parent Common Shares to be issued under this Agreement as the Stock Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Parent stockholders for the matters to be repaid acted upon at the Special Meeting (as defined below) and providing the Public Stockholders an opportunity in accordance with the Parent’s Organizational Documents and the IPO Prospectus to have their Parent Common Shares redeemed (the “Redemption”) in conjunction with the stockholder vote on the IPO Closing Date with proceeds received by Apple Parent Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent stockholders to vote, at a special meeting of Parent stockholders to be called and held for such purpose (the IPO “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Other Financing Sourcestransactions contemplated hereby or referred to herein by the Parent stockholders in accordance with the Parent’s Organizational Documents, the DGCL, and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of a Second Amended and Restated Certificate of Incorporation of Parent (the “Amended Parent Charter”), which among other matters will increase the authorized capital stock of the Parent to enable Parent to issue the Total Consideration hereunder and the Parent Common Shares to be issued in the PIPE Investment, and Amended and Restated Bylaws of the Parent, each in form and substance reasonably acceptable to the Parent and the Company, (iii) the appointment and designation of the classes of, the members of the Post-Closing Parent Board, and appointment of the members of any committees thereof, in each case in accordance with Section 6.17 hereof and (iv) such other matters as the Company and Parent shall have been declared effective under hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Parent Stockholder Approval Matters”), and (v) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of Parent. The Proxy Statement shall include the Parent Recommendation, and the Registration Statement and Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Securities Act by Act, the Exchange Act, the DGCL and Nasdaq rules. Prior to filing with the SEC; (B) no stop order suspending , the effectiveness Parent will make available to the Company drafts of the Registration Statement shall have been issued by and any other related documents to be filed with the SEC, both preliminary and the SEC shall not have initiated final, and any amendment or threatened supplement to initiate Litigation for that purpose; and (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 public initially at the IPO 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 or such other related document and will provide the price per share Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. The Parent shall not file any such documents with the SEC without the prior written consent of Apple Common Stock the Company (such consent not to be paid by the Underwriter to Apple pursuant to the Underwriting Agreementunreasonably withheld, shall equal at least the Minimum Cash Amountconditioned or delayed).

The Registration Statement. (Aa) The As promptly as practicable after the delivery of the Audited Company Financials, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and the issuance of any shares in connection with any PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and sale by Apple IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of such the SEC and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (iii) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit H hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Apple Purchaser Common Stock at equal to ten percent (10%) of the IPO Price aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which need the Purchaser Special Meeting is scheduled, Purchaser has not be received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under Purchaser’s Organizational Documents, the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net , the DGCL and the rules and regulations of the Underwriter's discount SEC and Nasdaq. 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 commissions) in at least supplement thereto prior to filing the amount (same with the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if anySEC, and as set forth Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, 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 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: (a) statements made or incorporated by reference therein based on information supplied by Purchaser, Merger Sub or Sponsor for inclusion or incorporation by reference in the Registration Statement when it becomes effective under of any Purchaser SEC Filings or 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant Proxy Statement provided to the Other Agreements as a result of the consummation of the Acquisition Purchaser’s Stockholders; or other acquisition transactions contemplated thereby and (3b) the total amount of Indebtedness of the Founding Companies and Apple which any projections or forecasts included in the Registration Statement discloses at or the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Proxy Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 provided to the public initially at the IPO 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 AmountPurchaser’s Stockholders.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Purchaser and Pubco shall prepare with the reasonable assistance of the 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 Common Stock to be issued to the holders of Purchaser Common Stock and the Company Stockholders pursuant to the Mergers, (y) the Pubco Public Warrants, and (z) the CVRs, which Registration Statement will also contain a proxy statement (as amended amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to cover be acted upon at the offeringPurchaser Special Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions 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 sale by Apple the rules and regulations of such the SEC and NYSE, (ii) the effecting of the Domestication, (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 satisfactory to Purchaser (the “Incentive Plan” or “Post-Closing Equity Plan”), and which will provide for awards for a number of shares of Apple Pubco Common Stock at equal to ten percent (10%) of the IPO Price aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (which need not be after giving effect to the Redemption), as further set forth in the Registration Statement when it becomes effective under Incentive Plan, (v) the Securities Actappointment of the members of the Post-Closing Pubco Board in accordance with Section 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 Founder Shares thereunder and join Pubco as a party thereto; (vii) such other matters (or, to the extent applicable, excluding such approval matters) as the Company and Purchaser shall yield aggregate cash proceeds hereafter mutually determine to Apple from that sale be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (net the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser Shareholder Approval Matters”), and (viii) the adjournment of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the fundsPurchaser Special Meeting, if anynecessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, available from 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 Special Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other sources (if any, information about the transactions contemplated by this Agreement in accordance with applicable Law and as applicable proxy solicitation and registration statement rules set forth in the Registration Statement when it becomes effective under Purchaser’s Organizational Documents, the Securities Act) (, the "Other Financing Sources") to enable Apple to pay or otherwise deliver on DGCL and the IPO Closing Date (1) the total cash portion rules and regulations of the Acquisition Consideration then SEC and NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby review and (3) the total amount of Indebtedness of the Founding Companies and Apple which comment on the Registration Statement discloses at and any amendment or supplement thereto prior to filing the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date same with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC Purchaser shall not have initiated consider in good faith any such comments timely made. The Company shall promptly provide Purchaser and Pubco with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or threatened to initiate Litigation otherwise), business and operations that may be required or appropriate for that purpose; and (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 public initially at the IPO Price, subject to the conditions set forth inclusion in the Underwriting AgreementRegistration Statement, such number 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 shares a material fact or omit to state a material fact necessary in order to make the statements made, in light of Apple Common Stock covered 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 as, when multiplied by of any SEC filings of the price per share of Apple Common Stock to be paid by Purchaser or the Underwriter to Apple pursuant Proxy Statement provided to the Underwriting Agreement, shall equal at least the Minimum Cash AmountPurchaser’s stockholders.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the Equity Line of Credit), 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) the adoption and approval of the Amended Purchaser Charter, (iii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) the adoption and approval of the Purchaser Equity Incentive Plan and any equity grants, to the extent required, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, as amended to cover Purchaser will file with the offering, issuance SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, the Company and Malacca shall prepare, with the reasonable assistance of Parent, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Company ADSs (and the Company Ordinary Shares represented thereby) and the Company Warrants to be issued under this Agreement to the holders of Malacca Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Malacca (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Malacca Shareholders for the matters to be acted upon at the Malacca Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the Malacca Memorandum and Articles and the IPO Prospectus to have their Malacca Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Malacca Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Malacca Shareholders to vote, at a general meeting of Malacca Shareholders to be called and held for such purpose (the “Malacca Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (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 Combination Proposal”), (ii) the adoption and approval of the Merger, (iii) the adoption and approval of a new Equity Incentive Plan for the Company in form and substance reasonably agreed upon by the Company and Malacca (the “Equity Plan”), which will provide that the total awards under such Equity Plan will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; a number of Company Ordinary Shares equal to ten percent (B10%) no stop order suspending the effectiveness of the Registration Statement shall have been aggregate number of Company Ordinary Shares issued by and outstanding immediately after the SECClosing, (iv) the appointment, and designation of classes, of the SEC members of the Post-Closing Company Board of Directors and Post-Closing Company Board of Commissioners, in each case in accordance with Section 6.15 hereof (the “Director Appointment Proposal”), (v) such other matters as the Company and Malacca shall not have initiated hereafter mutually determine to be necessary or threatened appropriate in order to initiate Litigation for that purpose; effect the Transactions (the approvals described in foregoing clauses (i) through (v), collectively, the “Malacca Shareholder Approval Matters”), and (Cvi) the Underwriter shall have agreed in writing (adjournment of the "Underwriting Agreement," which term includes the related pricing agreementMalacca Shareholder Meeting, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth necessary or desirable in the Underwriting Agreement, such number reasonable determination 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 AmountMalacca.

The Registration Statement. (Aa) The As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be repaid acted upon at the Special Meeting and providing the Public Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Common Stock (or if after the Effective Time, their Pubco Ordinary Shares) redeemed (the “Redemption”) in conjunction with the stockholder vote on the IPO Closing Date with proceeds received by Apple Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the IPO “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Other Financing SourcesTransactions (including, shall have been declared effective under to the Securities Act extent required, the issuance of any PIPE Shares) by the SEC; holders of Purchaser Common Shares in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of three equity incentive plans for Pubco in substantially the forms attached as Exhibit E hereto (collectively, the “Pubco Equity Plans”): (A) one of which (the “Assumed Plan”) will cover the Assumed Options and provide that the Assumed Options continue to be subject to the same terms as the Company Equity Plan, as adjusted in accordance with Section 2.1(b) for the revised terms of the Assumed Options, (B) no stop order suspending another of which (the effectiveness “Management Performance Plan”) will provide for up to a total of the Registration Statement shall have been issued by the SEC1,500,000 Pubco Ordinary Shares (as equitably adjusted for share splits, share dividends, combinations, recapitalizations and the SEC shall not have initiated or threatened like after the Closing) (the “Management Earnout Shares”) to initiate Litigation for that purpose; be issued to participating management of Pubco and its Subsidiaries if Pubco attains certain consolidated revenue and stock price targets in the calendar years 2019 and 2020, and (C) the Underwriter shall have agreed in writing last of which (the "Underwriting Agreement," which term includes “Omnibus Equity Incentive Plan”) will cover any other future equity incentive grants made by Pubco after the related pricing agreementClosing Date (other than the Assumed Options or the Management Earnout Shares), and will provide that the total awards under the Omnibus Equity Incentive Plan (excluding, for the avoidance of doubt, Assumed Options and the Management Earnout Shares) will be for a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (iii) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.15 hereof, (iv) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Shareholder Approval Matters”), and (v) the adjournment of the Special Meeting, if any) necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to purchase from Apple on obtain the Required Shareholder Approval, whether or not a firm commitment basis for resale to quorum is present, Purchaser may make one or more successive postponements or adjournments of the public initially at Special Meeting. In connection with the IPO PriceRegistration Statement, subject to Purchaser and Pubco will file with the conditions SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Underwriting AgreementPurchaser’s Organizational Documents, such number the Delaware Act and the rules and regulations of shares of Apple Common Stock covered by the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement asand any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their stockholders, when multiplied 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 the price per share Company shall be true and correct and not contain any untrue statement of Apple Common Stock a material fact or omit to be paid by state a material fact necessary in order to make the Underwriter to Apple pursuant to statements made, in light of the Underwriting Agreementcircumstances under which they were made, shall equal at least the Minimum Cash Amountnot materially misleading.

The Registration Statement. (Aa) The Registration Statement, As promptly as amended to cover practicable after the offering, issuance and sale by Apple delivery 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 shall yield aggregate cash proceeds to Apple from that sale (net of the 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 financials required pursuant to Section 2.048.4, (2) the total cash portion Purchaser and Pubco shall prepare with the reasonable assistance of the consideration then Company and the Sellers, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to be delivered pursuant to time, and including the Other Agreements as a result of Proxy Statement contained therein, the consummation of “Registration Statement”) in connection with the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the Public Shareholders prior to the Effective Time, which Registration Statement will also contain a proxy statement of the Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from the Purchaser shareholders for the matters to be repaid acted upon at the Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the IPO Closing Date with proceeds received by Apple Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the IPO Purchaser shareholders to vote, at an extraordinary general meeting of the Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Other Financing SourcesTransactions (including, shall have been declared effective under to the Securities Act extent required, the issuance of the Exchange Shares and the PIPE Shares), by the SEC; holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and Nasdaq, (B) no stop order suspending to the effectiveness extent required by the Federal Securities Laws, the Cayman Act, the adoption of the Registration Statement Amended Pubco Charter, (C) to the extent required, the adoption and approval of a new equity incentive plan of Pubco, which will be in form and substance reasonably acceptable to the Company and the Purchaser and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) such other matters as the Company, Pubco and the Purchaser shall have been issued by hereafter mutually determine to be necessary or appropriate in order to effect the SECTransactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Shareholder Approval Matters”), and (F) the SEC adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser. The Purchaser’s board of directors shall not withdraw, amend, qualify or modify the Purchaser Recommendation (a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) the Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Special Shareholder Meeting shall not be affected by any Modification in Recommendation, (y) the Purchaser agrees to establish a record date for, duly call, give notice of, convene and hold the Special Shareholders Meeting and submit for approval the Shareholder Approval Matters and (z) the Purchaser agrees that if the Required Shareholder Approval shall not have initiated or threatened been obtained at any such Special Shareholders Meeting, then the Purchaser shall promptly continue to initiate Litigation take all such necessary actions, including the actions required by this Section 8.11, and hold additional Special Shareholders Meetings in order to obtain the Required Shareholder Approval. If on the date for that purpose; which the Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and (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 votes representing a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of Apple Common Stock covered the Special Shareholder Meeting; provided that the Special Shareholders Meeting (x) may not be adjourned to a date that is more than 15 days after the date for which the Special Shareholders’ Meeting was originally scheduled (excluding any adjournments required 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 applicable Law) and (y) is held no later than three (3) Business Days prior to the Underwriting Agreement, shall equal at least the Minimum Cash AmountOutside Date.

The Registration Statement. (Aa) The As promptly as practicable after the Effective Date, DMAC and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of DMAC with respect to any applicable SEC filing fees and/or registration fees) file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement, as 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 shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions”) in at least connection with 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 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of DMAC Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of DMAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from DMAC shareholders for the matters to be repaid acted upon at the Special Stockholder Meeting and providing the Public Stockholders an opportunity in accordance with DMAC’s Organizational Documents and the IPO Prospectus to have their DMAC Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the IPO Closing Date with proceeds received by Apple Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from DMAC shareholders to vote, at a special meeting of DMAC stockholders to be called and held for such purpose (the IPO “Special Stockholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Other Financing SourcesTransactions (including, shall have been declared effective under to the Securities Act extent required, the issuance of the Exchange Shares and the PIPE Shares), by the SEC; holders of DMAC Common Stock in accordance with DMAC’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (B) no stop order suspending to the effectiveness extent required by the Federal Securities Laws or the Laws of the Registration Statement shall have been issued by Cayman Islands, the SECadoption of the Amended Pubco Charter, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and DMAC and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.15 hereof, (E) such other matters as the Company, Pubco and DMAC shall have agreed hereafter mutually determine to be necessary or appropriate in writing order to effect the Transactions (the "Underwriting Agreement," which term includes approvals described in foregoing clauses (A) through (E), collectively, the related pricing agreement“Stockholder Approval Matters”, and (F) the adjournment of the Special Stockholder Meeting, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth necessary or desirable in the Underwriting Agreement, such number reasonable determination 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 AmountDMAC.

The Registration Statement. (A) The Registration Statement, as amended to cover the offering, issuance and sale by Apple OEI of such number of shares of Apple OEI 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 shall yield aggregate cash proceeds to Apple from that sale OEI (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash AmountMINIMUM CASH AMOUNT") that is sufficient, sufficient when added to the funds, if any, available from other sources (the "OTHER FINANCING SOURCES"), if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") Act to enable Apple OEI to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition mergers or other acquisition transactions contemplated thereby thereby, and (3) the total amount of Indebtedness of the Founding Companies and Apple OEI which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple OEI from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting AgreementUNDERWRITING AGREEMENT," which term includes the related pricing agreement, if any) to purchase from Apple OEI on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple OEI Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple OEI Common Stock to be paid by the Underwriter to Apple OEI pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount; and (D) neither the Registration Statement nor the Final Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which those statements are made, not misleading.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the Equity Line of Credit and Backstop Agreement), 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) the adoption and approval of the Amended Purchaser Charter, (iii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Stockholder Approval Matters”), and (v) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, as amended to cover Purchaser will file with the offering, issuance SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.

The Registration Statement. (Aa) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the 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 Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Domestication and the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE), 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) the adoption and approval of the Amended Purchaser Charter, (iii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) the adoption and approval of the Purchaser Equity Incentive Plan and any equity grants, to the extent required, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”), and (vi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, as amended to cover Purchaser will file with the offering, issuance SEC financial and sale other information about the transactions contemplated by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement when it becomes effective under and any amendment or supplement thereto prior to filing the Securities Act) as same with the SEC. The Company shall yield aggregate cash proceeds to Apple from provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that sale (net of the Underwriter's discount may be required 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 appropriate for inclusion in the Registration Statement when it becomes effective under Statement, or in any amendments or supplements thereto, which information provided by the Securities Act) (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 "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion statements made, in light of the Acquisition Consideration then to be delivered pursuant to Section 2.04circumstances under which they were made, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (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 public initially at the IPO 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 Amountmaterially misleading.