Common use of The Registration Statement Clause in Contracts

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties shall prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and Company Securities at the Closing Date, 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 (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 redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit proxies from Purchaser shareholders to vote, at the Extraordinary General Meeting, in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, 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 a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and 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 “Purchaser Shareholder Approval Matters”), and the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. 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 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 the Registration Statement, Purchaser, the Company 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 Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide 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 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (c) Purchaser, the Company and Pubco, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective, Purchaser and Pubco shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Purchaser shall prepare with the reasonable assistance of the Company, and Pubco shall file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (w) the shares of Pubco Securities Common Stock to be issued under this Agreement to Purchaser’s shareholders and the Company Stockholders pursuant to the Mergers, (x) the Pubco Warrants to be issued to the holders of Purchaser Securities Warrants in the Purchaser Merger, (y) the shares of Pubco Common Stock issuable upon exercise of the Pubco Warrants to be issued to the holders of Purchaser Warrants in the Purchaser Merger, and Company Securities at (z) the Closing Dateshares of shares of Pubco Common Stock issuable upon exercise of the Assumed Options and the Assumed Warrants, and which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders Shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser 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 “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders Shareholders to vote, at an extraordinary general meeting of Purchaser Shareholders to be called and held for such purpose (the Extraordinary General “Purchaser Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part hereby or referred to herein, including the Mergers, by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the Business CombinationSEC, (ii) the Domesticationchange of name of Pubco and the adoption and approval of the Pubco’s Organizational Documents, the (iii) 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 Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of shares of Pubco Common Stock equal to twelve fifteen percent (1215%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the ClosingClosing (after giving effect to the Closing Redemption), and as further set forth in the Incentive Plan, (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, (v) such other matters (or, to the extent applicable, excluding such approval matters) as the Company, Pubco Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Approval Matters”), and (vi) the adjournment of the Extraordinary General Purchaser Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Extraordinary General Purchaser Shareholder Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Shareholder Meeting. In connection with the Registration Statement, Purchaser, the Company 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 Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4SEC. Purchaser and Pubco The Company shall cooperate and provide the Company (Purchaser and its counsel) Pubco with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Purchaser shall consider in good faith any such comments timely made. The Company shall promptly provide the Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir 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 Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein based on information included supplied by the Purchaser, Merger Subs or Sponsor for inclusion or incorporation by reference in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain of any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light SEC filings of the circumstances under which they were made, not materially misleadingPurchaser or the Proxy Statement provided to the Purchaser Shareholders. (b) The Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Shareholder Meeting and the Closing Redemption. Each of the Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, the Purchaser, Pubco, Purchaser, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents, provided, however, that the Purchaser shall not amend or supplement the Registration Statement without providing the Company with reasonably opportunity to comment or supplement. (c) Each of Pubco and the Purchaser, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially its reasonable best efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider in good faith any such comments timely made under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, the Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders the Purchaser Shareholders and the Company Stockholders, and, pursuant thereto, shall call the Extraordinary General Purchaser Shareholder Meeting in accordance with the Companies Act DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) The Purchaser shall, through approval of its board of directors, recommend to the Purchaser Shareholders (the “Purchaser Board Recommendation”) the Purchaser Shareholder Approval matters, and the Purchaser Board Recommendation shall be included in the Registration Statement and Proxy Statement. Notwithstanding the foregoing, the Purchaser’s board of directors may withdraw, withhold, amend, qualify or modify the Purchaser Board Recommendation (a “Change in Recommendation”) to the extent that the Purchaser’s board of directors determines in good faith, after consultation with its outside legal counsel, that such Change in Recommendation is required by the board’s fiduciary duties under applicable Law; provided that the board of directors of the Purchaser may not make such Change in Recommendation unless (i) the board of directors of the Purchaser has provided written notice to the Company (the “Recommendation Change Notice”) that it is prepared to make a Change in Recommendation at least ten (10) days prior to taking such action, which notice shall specify the basis for why a failure to make an Change in Recommendation would constitute a breach of its fiduciary duties to the Purchaser and its shareholders under applicable Law, (ii) during the ten (10) day period after delivery of the Recommendation Change Notice, the Purchaser shall negotiate in good faith with the Company regarding any revisions or adjustments to this Agreement that the Company proposes to make as would enable the board of directors of the Purchaser to reaffirm the Purchaser Board Recommendation and not make such Change in Recommendation and (iii) at the end of such ten (10) day period and taking into account any changes to the terms of this Agreement committed to in a binding written offer by the Company, the board of directors of the Purchaser determines in good faith (after consultation with its outside legal counsel) that the failure to make such a Change in Recommendation would constitute a breach of its fiduciary duties to the Purchaser and the Purchaser’s shareholders under applicable Law. The Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Purchaser Shareholder Meeting shall not be affected by any Change in Recommendation (provided, that the Purchaser may, without the consent of the Company, postpone the Purchaser Shareholder Meeting, subject to the Purchaser Charter and the Companies Act, after delivering a Recommendation Change Notice until such time after which the ten (10) day period required for a Change in Recommendation in connection therewith has elapsed and the Purchaser can disclose to its shareholders in accordance with applicable securities Laws, including pursuant to a supplement or amendment to the Registration Statement, either a Change in Recommendation or the changes to this Agreement that were agreed to by the Company to avoid a Change in Recommendation). (f) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Shareholder Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities shares of Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateMerger Consideration, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the Purchaser IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at a special meeting of the Extraordinary General 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 transactions contemplated as part 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 Business Combination, SEC and Nasdaq; (ii) the approval of the Domestication, ; (iii) the adoption and approval of the Interim Purchaser Certificate of Incorporation to replace the Purchaser Organizational Documents upon the Domestication; (iv) the approval of the Final Purchaser Certificate of Incorporation to replace the Interim Purchaser Certificate of Incorporation upon the Closing; (v) the adoption and approval of a new equity incentive plan for Pubco in a form to be agreed between the Purchaser and substance the Company acting reasonably acceptable to the Company, Pubco and Purchaser in good faith (the “Pubco Equity Incentive Plan”), which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco shares of Purchaser Common Stock equal to twelve ten percent (1210%) of the aggregate number of Pubco shares of Purchaser Common Stock issued and outstanding immediately after the Closing, and Closing (giving effect to the Closing Redemption); (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (vi) such other matters as the Company, Pubco Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), ; and (vii) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) The Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption. Each of Purchaser, Pubco the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to the Purchaser’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (c) The Purchaser, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco the Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, the Purchaser and Pubco shall distribute the Proxy Registration Statement to the Purchaser’s shareholders stockholders and the Company Stockholders, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereofSigning Date, the Parties HUDA and Pubco shall prepare jointly prepare, and Pubco shall file with the SEC (at the sole cost and expense of Pubco with respect to any applicable SEC filing fees and/or registration fees, subject to Section 10.3) a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (i) the Pubco Securities Ordinary Shares to be issued under this Agreement to (A) the holders of Purchaser HUDA Securities prior to the Effective Time and (B) Joining Sellers who first execute and deliver to HUDA, Pubco and the Company Securities at Seller ▇▇▇▇▇▇▇▇ after the Closing date on which the Registration Statement shall have become effective (the “Registration Statement Effective Date”) (other than as a transferee of the Signing Seller or another Joining Seller who was a Joining Seller on or prior to the Registration Statement Effective Date) and which Seller Joinders contain an acknowledgement by such holders of Company Ordinary Shares that they have received the Proxy Statement prospectus with respect to the Transactions, and (ii) the distribution of up to fifty percent (50%) (such percentage to be determined by the Signing Seller prior to the Registration Statement Effective Date) of the Exchange Shares to be received by the Signing Seller to the shareholders (the “Parent Shareholders”) of its ultimate parent entity (the “Signing Seller Distribution”), which Registration Statement will also contain a proxy statement of Purchaser HUDA (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser shareholders HUDA stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Special Stockholder Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with PurchaserHUDA’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares HUDA Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. . (b) The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser HUDA shareholders to vote, at a special meeting of HUDA stockholders to be called and held for such purpose (the Extraordinary General “Special Stockholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions contemplated as part (including, to the extent required, the issuance of the Business CombinationExchange Shares and any securities in any Transaction Financing), by the holders of HUDA Common Stock in accordance with HUDA’s Organizational Documents, the DomesticationDGCL and the rules and regulations of the SEC and Nasdaq, (B) to the extent required by the Federal Securities Laws or the Laws of the British Virgin Islands, the adoption of the Amended Pubco M&A, (C) the adoption and approval of a new equity incentive plan for Pubco Pubco, which will be in form and substance reasonably acceptable to the Company, Pubco Company and Purchaser (the “Pubco Equity Plan”), HUDA and which will provide that the total awards under such Pubco Equity Plan equity incentive plan will be a number of Pubco Common Stock Ordinary Shares equal to twelve ten percent (1210%) of the aggregate number of Pubco Common Stock Ordinary Shares issued and outstanding immediately after the Closing (or such other percentage as reasonably agreed by HUDA, the Company, and Pubco prior to the Registration Effective Date), (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) the approval of an amendment to the Insider Letter, effective upon the Closing, to provide that up to an aggregate of 3,000,000 Pubco Ordinary Shares issued pursuant to this Agreement in exchange for the Founder Shares, HUDA Private Units, HUDA Private Shares and HUDA Rights, when added together with the Pubco Ordinary Shares issued pursuant to this Agreement in satisfaction of the Converted Sponsor Loans, will be released from the restrictions on Transfer (as defined in the Insider Letter) set forth therein (the “Insider Letter Amendment Approval”), (F) such other matters as the Company, Pubco and Purchaser HUDA shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (F), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (G) the adjournment of the Extraordinary General Special Stockholder Meeting, if necessary or desirable in the reasonable determination of PurchaserHUDA. (c) HUDA, acting through the HUDA Board (or a committee thereof), shall (i) make the HUDA Recommendation and include the HUDA Recommendation in the Proxy Statement, (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in favor of the approval of the Stockholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. If on The HUDA Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, fail to make, qualify or modify, or publicly propose to change, withdraw, withhold, fail to make, qualify or modify, the date HUDA Recommendation. Without the prior written consent of the Company, HUDA shall not be entitled to postpone or adjourn the Special Stockholder Meeting except: (i) to the extent required by applicable Law; (ii) to ensure that any supplement or amendment to the Proxy Statement that HUDA has determined in good faith is required by applicable Law is disclosed to HUDA stockholders with sufficient time prior to the Special Stockholder Meeting for HUDA stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the Extraordinary General Special Stockholder Meeting is scheduledscheduled (as set forth in the Proxy Statement or its supplement), Purchaser has not received there are insufficient shares of HUDA Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Stockholder Meeting; or (iv) in order to solicit additional proxies representing a sufficient number of shares from HUDA stockholders required to obtain the Required Shareholder HUDA Stockholder Approval; provided, whether that, in the event of a postponement or not a quorum is presentadjournment, Purchaser the Special Stockholder Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and HUDA may make one or more successive postponements or adjournments of the Extraordinary General Meeting. Special Stockholder Meeting in accordance with the terms of this Agreement; provided, further that, such postponement or adjournment cannot extend more than five (5) Business Days in the aggregate without the Company’s prior written consent. (d) In connection with the Registration Statement, Purchaser, the Company HUDA and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in PurchaserLaw, HUDA’s Organizational Documents, Pubco’s Organizational Documents, the Companies Act Laws of the British Virgin Islands, the DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser HUDA and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto thereto, and will obtain the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed), in any case, prior to filing the same with the SEC. The Company Entities shall provide Purchaser and Pubco HUDA with such reasonable information concerning the Company Entities and its shareholderstheir respective Subsidiaries and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (be) Purchaser HUDA and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Stockholder Meeting and the Redemption. Each of PurchaserHUDA, Pubco and the Company shall, and shall cause each of its their respective Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, other Parties and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such Party has become aware that such information is determined to have has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser HUDA and Pubco shall amend or supplement the Registration Statement and cause Pubco shall (at the sole cost and expense of HUDA) file the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to HUDA’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and HUDA’s Organizational Documents; provided, that neither HUDA nor Pubco shall amend or supplement the Registration Statement without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed. (cf) Purchaser, the Company HUDA and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser HUDA and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that PurchaserHUDA, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such commentscomments and shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the other Parties and their counsel in connection therewith. (dg) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser HUDA and Pubco shall distribute the Proxy Registration Statement to PurchaserHUDA’s shareholders and, pursuant thereto, HUDA shall call the Extraordinary General Special Stockholder Meeting in accordance with the Companies Act DGCL for a date as promptly as practicable, but in no event later than thirty (30) days following the effectiveness of days, after the Registration StatementStatement Effective Date. (eh) Purchaser Notwithstanding anything to the contrary contained in this Agreement, each of HUDA, Pubco and the Company hereby agree that, without the prior written consent of HUDA, Pubco and the Company, it will not accept or consent to a Seller Joinder executed by a holder of Company Shares (other than those that are expected to be a Pubco Insider immediately after the Closing) which is dated prior to the Registration Statement Effective Date or which does not contain an acknowledgement by such holder of Company Shares that it has received the Proxy Statement prospectus with respect to the Transactions. (i) HUDA and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, PurchaserHUDA’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Special Stockholder Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, SPAC, Pubco and the Parties Company shall prepare and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of Purchaser SPAC Securities and Company Companies Securities at as of immediately prior to the Closing Dateapplicable Effective Times, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser SPAC shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with PurchaserSPAC’s Organizational Documents and the IPO Prospectus to have their Purchaser SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval MattersMatters in the event that the Closing occurs. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser SPAC shareholders to vote, at a general meeting of SPAC shareholders to be called and held for such purpose (the Extraordinary General “SPAC Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions contemplated as part by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the Business CombinationSEC and Nasdaq, (ii) to the extent required by Nasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the Domesticationissuance of any SPAC Securities in connection with the Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new equity incentive plan Equity Plan for Pubco in a form to be reasonably agreed to by the Company and substance reasonably acceptable to the Company, Pubco and Purchaser SPAC (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock Ordinary Shares equal to twelve ten percent (1210%) of the aggregate number of Pubco Common Stock Ordinary Shares issued and outstanding immediately after the Closing, and (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.16 hereof, (vi) such other matters as the Company, Pubco and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Extraordinary General SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of PurchaserSPAC. (b) The board of directors of SPAC shall not (and no committee or subgroup thereof shall) withdraw, withhold, amend, qualify or modify, or publicly propose to withdraw, withhold, amend, qualify or modify, its recommendation to the SPAC’s shareholders that they vote in favor of Shareholder Approval Matters (a “Change in Recommendation”), except to the extent that SPAC’s board of directors determines in good faith, after consultation with its outside legal counsel, that such Change in Recommendation is required by the board’s fiduciary duties under applicable Law; provided that the board of directors of the SPAC may not make such Change in Recommendation unless (A) the board of directors of the SPAC has provided written notice to the Company (the “Recommendation Change Notice”) that it is prepared to make a Change in Recommendation at least ten (10) days prior to taking such action, which notice shall specify the basis for why a failure to make an Change in Recommendation would constitute a breach of its fiduciary duties to SPAC and its shareholders under applicable Law, (B) during the ten (10) day period after delivery of the Recommendation Change Notice, SPAC shall negotiate in good faith with the Company regarding any revisions or adjustments to this Agreement that the Company proposes to make as would enable the board of directors of the SPAC to reaffirm its recommendation to the SPAC’s shareholders that they vote in favor of the Shareholder Approval Matters and not make such Change in Recommendation and (C) at the end of such ten (10) day period and taking into account any changes to the terms of this Agreement committed to in a binding written offer by the Company, the board of directors of the SPAC determines in good faith (after consultation with its outside legal counsel) that the failure to make such a Change in Recommendation would constitute a breach of its fiduciary duties to SPAC and SPAC’s shareholders under applicable Law. If SPAC’s obligations to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholder Meeting shall not be affected by any Change in Recommendation (provided, that SPAC may, without the consent of the Company, postpone the SPAC Shareholder Meeting, subject to the SPAC Charter and the Cayman Islands Companies Act, after delivering a Recommendation Change Notice until such time after which the ten (10) day period required for a Change in Recommendation in connection therewith has elapsed and SPAC can disclose to its shareholders in accordance with applicable securities Laws, including pursuant to a supplement or amendment to the Registration Statement, either a Change in Recommendation or the changes to this Agreement that were agreed to by the Company to avoid a Change in Recommendation). If, on the date for which the Extraordinary General SPAC Shareholder Meeting is scheduled, Purchaser SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, Purchaser may SPAC may, subject to the SPAC Charter and the Cayman Islands Companies Act, make one or more successive postponements or or, with the consent of the SPAC Shareholder Meeting, adjournments of the Extraordinary General SPAC Shareholder Meeting. In connection with the Registration Statement, Purchaser, the Company SPAC and Pubco will shall 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 Documentsthe SPAC Charter, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser SPAC and Pubco with such information concerning the Company Target Companies and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (bc) Purchaser SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. Each of PurchaserSPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Pubco and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to SPAC’s shareholders and the holders of SPAC Warrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Charter. (cd) Purchaser, the Company SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that PurchaserSPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser SPAC and Pubco shall distribute the Proxy Registration Statement to PurchaserSPAC’s shareholders and, pursuant thereto, shall call the Extraordinary General SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (ef) Purchaser SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, PurchaserSPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties SPAC and Pubco shall prepare with the assistance of the Company and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of Purchaser SPAC Securities and Company Companies Securities at as of immediately prior to the Closing DateEffective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders SPAC Shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with PurchaserSPAC’s Organizational Documents and the IPO Prospectus to have their Purchaser SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval MattersMatters (as defined below). The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders SPAC Shareholders to vote, at a general meeting of SPAC Shareholders to be called and held for such purpose (the Extraordinary General “SPAC Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions contemplated as part (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the Business Combinationmerger of SPAC Merger Sub with and into SPAC, the Domesticationauthorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new equity incentive plan Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and substance reasonably acceptable to the Company, Pubco and Purchaser each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock Ordinary Shares equal to twelve percent (12%) a percentage of the aggregate number of Pubco Common Stock Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Extraordinary General SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. If SPAC. (b) If, on the date for which the Extraordinary General SPAC Shareholder Meeting is scheduled, Purchaser SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the Extraordinary General MeetingSPAC Shareholder Meeting in accordance with SPAC’s Organizational Documents. In connection with the Registration Statement, Purchaser, the Company SPAC and Pubco will shall 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 PurchaserSPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4the NYSE. Purchaser SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. , and SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (c) The Company shall provide Purchaser SPAC and Pubco with such information concerning the Company LLP Companies and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (bd) Purchaser SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. Each of PurchaserSPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to SPAC Shareholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents. (ce) Purchaser, the Company SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that PurchaserSPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and SPAC shall not provide any such responses to the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). (df) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser SPAC and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders SPAC Shareholders and, pursuant thereto, shall call the Extraordinary General SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement, and shall use its reasonable efforts to (i) solicit from the SPAC Shareholders proxies in favor of the Required SPAC Shareholder Approval prior to such SPAC Shareholder Meeting, and (ii) obtain the Required SPAC Shareholder Approval at such SPAC Shareholder Meeting. (eg) Purchaser SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaqthe NYSE, PurchaserSPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption.

The Registration Statement. (a) As Following the date of this Agreement, SPAC and Pubco shall prepare with the reasonable assistance of the Company, and, as promptly as practicable after completion of the date hereofCompany’s audited financial statements described in Section 8.4(a), the Parties shall prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Pubco Securities Stock to be issued under this Agreement to the holders of Purchaser Securities SPAC Class A Ordinary Shares and to the holders of Company Securities Units at the Closing DateSPAC Merger Effective Time and the Company Merger Effective Time, respectively, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders SPAC Shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents the SPAC Memorandum and Articles and the IPO Prospectus to have their Purchaser SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser SPAC Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated (i) as part of the Business Combination, the Domesticationan ordinary resolution, the adoption and approval of this Agreement and the Transactions as a new equity incentive plan for Pubco in form Business Combination, (ii) as a special resolution, the approval of the SPAC Merger and substance reasonably acceptable to authorization of SPAC’s entry into the SPAC Certificate of Merger, (iii) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Seller, the Company, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and such other matters as the Company, Pubco and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iii), collectively, the “Purchaser SPAC Shareholder Approval Matters”), and (iv) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of PurchaserSPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, and the rules and regulations of the SEC and Nasdaq. If on the date for which the Extraordinary General Meeting is scheduled, Purchaser SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the Extraordinary General MeetingMeeting in accordance with Section 8.11(d). In connection with the Registration Statement, Purchaser, the Company SPAC and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documentsthe SPAC Memorandum and Articles, the Companies Cayman Act and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser SPAC and Pubco shall cooperate and provide the Company Seller (and its their counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company and the Seller shall provide Purchaser SPAC and Pubco with such information concerning the Company Company, the Seller and its their respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco Seller shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of PurchaserSPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, PurchaserSPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) Purchaser, the Company SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser SPAC and Pubco shall provide the Company Seller with copies of any written comments, and shall inform the Company Seller of any material oral comments, that PurchaserSPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company Seller and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Seller or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser SPAC shall set a record date for the Extraordinary General Meeting and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. SPAC shall, through the SPAC Board recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. The SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) Purchaser and Pubco SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of of, the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement and Exchange Offer Prospectus contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and the Company Securities at Security Holders pursuant to the Closing DateMerger and Company Share Transfer, which Registration Statement will also contain (a) 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 (the “Purchaser Extraordinary General Meeting”) Meeting and providing the Public Shareholders Purchaser shareholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters, and (b) an exchange offer prospectus of Pubco (the “Exchange Offer Prospectus” for use in connection with the Pubco Offer. Any SEC filing fee or printer expenses related to the Registration Statement shall be borne by Purchaser. The Proxy Statement shall be used to solicit 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, thirty (30) days after Registration Statement has become effective or as the Purchaser and the Company may mutually determine (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, (i) the adoption and approval of a new equity incentive plan for Pubco this Agreement and the Transactions, by the holders of Purchaser Ordinary Shares, as ordinary resolutions and special resolutions, as required by and in form accordance with Purchaser’s Organizational Documents and substance reasonably acceptable to IPO Prospectus, the CompanySecurities Act, Pubco The Cayman Act, the UK Act and Purchaser the rules and regulations of the SEC and Nasdaq (the “Pubco Equity Plan”)approvals described in the foregoing clause, which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and 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 “Purchaser Shareholder Approval Matters”)) and (ii) as ordinary resolutions and special resolutions, as applicable, any other proposals that are required for the consummation of the Transactions that are submitted to, and require the adjournment vote of, the Public Shareholders in the Registration Statement and agreed to by Purchaser and the Company. The board of directors of Purchaser shall not withdraw, amend, qualify or modify its unanimous recommendation to the Company Shareholders that they vote in favor of Purchaser Shareholder Approval Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the Company Shareholders described in the Recitals hereto, a “Modification in Recommendation”). Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Purchaser Extraordinary General MeetingMeeting shall not be affected by any Modification in Recommendation. If, if necessary or desirable in the reasonable determination of Purchaser. If and only if, on the date for which the Purchaser 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 of the Purchaser Extraordinary General Meeting; provided the Purchaser Extraordinary General Meeting is held no later than three (3) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser, the Company Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Companies Securities Act, the Cayman Act, the UK Act and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any exhibit, amendment or supplement thereto prior to filing the same with the SEC. Purchaser shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith. Purchaser shall not file the Registration Statement or any exhibit, amendment or supplement thereto without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed. The Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its 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. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (c) Purchaser, the Company and Pubco, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective, Purchaser and Pubco shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateMerger Consideration Shares, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the Business CombinationSEC and NYSE, (ii) the Domesticationchange of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, the (iii) adoption and approval of a new equity incentive plan for Pubco in form and substance reasonably acceptable to the Company, Pubco Company Stockholder and the Purchaser (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco shares of Purchaser Common Stock equal to twelve ten percent (1210%) of the aggregate number of Pubco shares of Purchaser Common Stock issued and outstanding immediately after the ClosingClosing (giving effect to the Redemption), and (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, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (vi) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company and its shareholdersstockholders, 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Purchaserafter the Closing, the Disinterested Director Majority, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholder, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies DGCL and the Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NasdaqNYSE, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Redemption. 10. The Original Agreement is hereby amended by adding a new Section 6.24 as follows:

The Registration Statement. (aA) As promptly as practicable after the date hereofThe Registration Statement, the Parties shall prepare and file with the SEC a registration statement on Form S-4 (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 supplemented commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from time to timeother sources (if any, and including as set forth in the Proxy Registration Statement contained thereinwhen 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”) in connection with Statement discloses at the registration time it becomes effective under the Securities Act of will be repaid on the Pubco Securities to be issued under this Agreement to IPO Closing Date with proceeds received by Apple from the holders of Purchaser Securities and Company Securities at the Closing Date, 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 (the “Extraordinary General Meeting”) and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents IPO and the IPO Prospectus to Other Financing Sources, shall have their Purchaser Ordinary Shares redeemed (been declared effective under the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit proxies from Purchaser shareholders to vote, at the Extraordinary General Meeting, in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, 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 a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and 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 “Purchaser Shareholder Approval Matters”), and the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. 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 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 the Registration Statement, Purchaser, the Company and Pubco will file with the SEC financial and other information about the transactions contemplated Securities Act by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide 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 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 B) no stop order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (c) Purchaser, the Company and Pubco, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective, Purchaser and Pubco shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following suspending the effectiveness of the Registration Statement. Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (eC) Purchaser and Pubco the Underwriter shall comply with all applicable Lawshave agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, any applicable rules and regulations of Nasdaqif any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, Purchaser’s Organizational Documents and this Agreement subject to the conditions set forth in the preparationUnderwriting Agreement, filing and distribution such number of shares of Apple Common Stock covered by the Registration StatementStatement as, any solicitation when multiplied by the price per share of proxies thereunderApple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the calling and holding of the Extraordinary General Meeting and the RedemptionMinimum Cash Amount.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Parties Company and Pubco shall prepare jointly prepare, and Pubco shall file with the SEC SEC, a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities and Company Securities at prior to the Closing DateMerger 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 Purchaser’s shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Special Shareholder Meeting and providing the Public Shareholders Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organizational Organisational 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 be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the Extraordinary General “Special Shareholder Meeting”), in favor favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions contemplated by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as part required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the Business CombinationSEC and NYSE, (B) the Domestication, the adoption and approval of a new equity incentive plan for Pubco in form and substance reasonably acceptable to the CompanyPIPE Investment, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%C) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and such other matters as the Company, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Purchaser Shareholder Approval Matters”), and (D) the adjournment of the Extraordinary General Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Purchaser Recommendation. If If, on the date for which the Extraordinary General Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder ApprovalApproval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser, the Company 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 Law, Purchaser’s Organizational Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide 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 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleadingNYSE. (bc) Purchaser Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, PurchaserMerger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and cause Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents. (cd) Purchaser, the Company Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts endeavours to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders and, pursuant thereto, Purchaser shall call the Extraordinary General Special Shareholder Meeting in accordance with the Cayman Companies Act for a date no later than thirty (30) days as soon as practicable following the effectiveness of the Registration Statement. (ef) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NasdaqNYSE, Purchaser’s Organizational Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Special Shareholder Meeting and the Redemption. (g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateStockholder Merger Consideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies from the Purchaser’s stockholders for issuance of the Stockholder Merger Consideration and the other the matters to be acted upon at the special meeting of the Purchaser’s stockholders (the ”Purchaser shareholders Special Meeting”) and (y) soliciting proxies from the Company Stockholders for the matters to be acted upon at the extraordinary general special meeting of the Company’s Stockholders (the “Extraordinary General Company 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 Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit proxies from Purchaser shareholders to vote, at the Extraordinary General Meeting, in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, 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 a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and 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 “Purchaser Shareholder Approval Matters”), and the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. 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 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 the Registration Statement, Purchaser, the Company 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 Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide 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 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) The Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, and their respective Representatives in connection with the drafting assistance of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (c) Purchaser, the Company and PubcoParties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco Each Party shall provide the Company other Party with copies of any written comments, and shall inform the Company other Party of any material oral comments, that Purchaser, Pubco such Party or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting Purchaser Special Meeting, and the Redemption Company Special Meeting promptly after the receipt of such comments and shall give the Company other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective, Purchaser and Pubco shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (ec) Purchaser shall file the reports required to be filed by it under the Exchange Act and Pubco shall comply with all applicable Laws, any applicable the rules and regulations of Nasdaqadopted by the SEC thereunder (or, Purchaser’s Organizational Documents if Purchaser is not required to file such reports, will, make publicly available other information) and this Agreement in will take such further action as the preparationCompany Stockholders may reasonably request, filing and distribution all to the extent required from time to time to enable the Company Stockholders (or their designees) to sell the Merger Consideration without registration under the Securities Act within the limitation of the Registration Statementexemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any solicitation of proxies thereunder, similar rule or regulation hereafter adopted by the calling and holding of the Extraordinary General Meeting and the RedemptionSEC.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties PHP Ventures shall prepare and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Company Ordinary Shares and the Company Warrants to be issued under this Agreement to the holders of Purchaser Securities PHP Ventures Common Stock, and the Company Securities at Ordinary Shares issuable upon exercise or conversion of the Closing DatePHP Ventures Warrants outstanding prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser PHP Ventures (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders PHP Ventures stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) PHP Ventures Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with Purchaser’s PHP Ventures’ Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares PHP Ventures Class A Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder PHP Ventures Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders PHP Ventures stockholders to vote, at a special meeting of PHP Ventures stockholders to be called and held for such purpose (the Extraordinary General “PHP Ventures Special Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, (i) the adoption and approval of a new equity incentive plan for Pubco in form this Agreement and substance reasonably acceptable to the CompanyTransactions, Pubco and Purchaser (ii) the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) approval of the aggregate number issuance of Pubco Common Stock issued PHP Ventures Securities in the PIPE Investment by PHP Ventures stockholders in accordance with PHP Ventures’ Organizational Documents, Delaware Law and outstanding immediately after the Closingrules and regulations of the SEC and Nasdaq, and if applicable, (iii) the approval of any amendments required to PHP Ventures’ Organizational Documents; (iv) such other matters as the Company, Pubco Company and Purchaser 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 “Purchaser Shareholder PHP Ventures Stockholder Approval Matters”), and (v) the adjournment of the Extraordinary General PHP Ventures Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. 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 Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General MeetingPHP Ventures. In connection with the Registration Statement, PurchaserStatement and the Merger, the Company shall (w) assist PHP Ventures in obtaining Nasdaq approval of the Merger and Pubco will the change of control resulting from the Merger, (x) file any listing application necessary for the listing of the Company on Nasdaq as successor issuer to PHP Ventures, (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the SEC financial effectiveness of the Company’s listing of its securities on Nasdaq, and other information about (z) provide PHP Ventures with evidence reasonably requested by PHP Ventures that the transactions contemplated Company qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act. (b) The Company undertakes to use all reasonable endeavors to obtain the Required Company Shareholder Approval in the manner (and to the extent) required by the Existing Company Articles and English Law for (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement, including the PIPE Investment), in accordance with applicable the Existing Company Articles and English Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documentsand, to the Companies Act and the rules and extent applicable, regulations of the SEC and Nasdaq Nasdaq, (ii) the adoption and Form S-4approval of the Restated Company Articles and the Recapitalization; (iii) the adoption and approval of the Equity Plan (as defined in Section 5.17 below), which will provide that the total awards under such Equity Plan will be a number of Company Ordinary Shares equal to twenty-two percent (22%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, (iv) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.16 hereof, (v) the issuance of Company Ordinary Shares and the assumption by the Company of the PHP Ventures Warrants pursuant to this Agreement and the Assignment, Assumption and Amendment to Warrant Agreement, including (x) the Company Ordinary Shares issued in connection with the PIPE Investment, (y) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Company Ordinary Shares issuable upon exercise of the PHP Ventures Warrants assumed by the Company; and (vi) 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) through (vi), collectively, the “Company Shareholder Approval Matters”). Purchaser The Company shall solicit from the holders of all outstanding shares of the Company proxies or written consents in favor of the Company Shareholder Approval Matters, and Pubco to take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting and Support Agreements. (c) PHP Ventures and the Company shall cooperate and provide the Company other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Registration Statement shall provide Purchaser and Pubco with include such information concerning the Company Target Companies and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in In connection with the Registration Statement and the Proxy Statement, the Company and PHP Ventures will file with respect to Purchaser the SEC such financial and Pubco shall be true other information about the Transactions required in accordance with applicable Law and correct applicable proxy solicitation and not contain any untrue registration statement of a material fact or omit to state a material fact necessary in order to make rules, PHP Ventures’ Organizational Documents, Delaware Law and the statements made, in light rules and regulations of the circumstances under which they were made, not materially misleadingSEC and Nasdaq. (bd) Purchaser PHP Ventures and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General PHP Ventures Special Meeting and the Redemption. Each of Purchaser, Pubco PHP Ventures and the Company shall, and shall cause each of its respective Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Company and PHP Ventures and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser PHP Ventures and Pubco the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to PHP Ventures’ shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PHP Ventures’ Organizational Documents, provided that PHP Ventures shall not amend or supplement the Registration Statement without prior consultation with the Company. (ce) PurchaserPHP Ventures and the Company, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco PHP Ventures shall promptly provide the Company with copies of any written comments, and shall inform the Company PHP Ventures of any material oral comments, that Purchaser, Pubco the Company or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General PHP Ventures Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (df) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco PHP Ventures (with the reasonable cooperation of the Company) shall distribute the Proxy Statement to Purchaser’s PHP Ventures’ shareholders and, pursuant thereto, shall call the Extraordinary General PHP Ventures Special Meeting in accordance with the Companies Act Delaware Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, PHP Ventures shall solicit proxies from the PHP Ventures stockholders to vote in favor of the PHP Ventures Stockholder Approval Matters, as approved by the PHP Ventures Board of Directors, which approval shall also be included in the Registration Statement. (eg) Purchaser If on the date for which the PHP Ventures Special Meeting is scheduled, PHP Ventures has not received proxies representing a sufficient number of shares to obtain the Required PHP Ventures Stockholder Approval, whether or not a quorum is present, PHP Ventures may make one or more successive postponements or adjournments of the PHP Ventures Special Meeting. PHP Ventures may also adjourn the PHP Ventures Special Meeting to establish a quorum or if the PHP Ventures stockholders have elected to redeem a number of shares of PHP Ventures Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.2(e) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall PHP Ventures adjourn the PHP Ventures Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. Except as otherwise required by applicable Law, PHP Ventures covenants that none of the PHP Ventures Board of Directors (including any committee thereof) or PHP Ventures shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions. (h) PHP Ventures and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s PHP Ventures’ Organizational Documents Documents, the Existing Company Articles and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General PHP Ventures Special Meeting and the Redemption. (i) The Company (with reasonable cooperation from PHP Ventures) shall take such steps as are necessary for the listing of the Company Ordinary Shares and the Company Public Warrants on Nasdaq, as a successor issuer, and shall provide such information as is necessary to obtain Nasdaq approval of such listing.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Buyer shall prepare with the assistance of the Company and file with the SEC a registration statement on Form S-1, Form S-4 or similar form (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 Buyer Securities to be issued under this Agreement prior to the holders of Purchaser Securities Closing, and Company Securities at the Closing Dateresale thereof, which Registration Statement as applicable, and the Buyer Common Stock underlying the Buyer Preferred Stock, and will also contain prepare a proxy statement of Purchaser Buyer (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders Buyer stockholders for the matters to be acted upon at the extraordinary general meeting Special Stockholder Meeting. (the “Extraordinary General Meeting”b) 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 Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders Buyer stockholders to vote, at a special meeting of Buyer stockholders to be called and held for such purpose (the Extraordinary General “Special Stockholder Meeting”), in favor of resolutions approving this Agreement (A) the issuance of shares of Buyer Common Stock in connection with the Conversion, by the holders of Buyer Common Stock in accordance with Buyer’s Organizational Documents and the Transactions contemplated as part rules and regulations of the Business CombinationSEC and Nasdaq, the Domestication, the adoption and approval (B) amendment of a new equity incentive plan for Pubco in form and substance reasonably acceptable Buyer’s Certificate of Incorporation to the Company, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number authorize sufficient additional shares of Pubco Common Stock equal to twelve percent permit the Conversion, (12%C) the appointment of the aggregate number members of Pubco Common Stock issued and outstanding immediately after the ClosingPost-Stockholder Approval Buyer Board, in each case in accordance with Section 6.12 hereof, and (D) such other matters as the Company, Pubco Company and Purchaser Buyer shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (D), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (E) the adjournment of the Extraordinary General Special Stockholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. If Buyer. (c) If, on the date one day immediately preceding the date for which the Extraordinary General Special Stockholder Meeting is scheduled, Purchaser has Buyer reasonably believes that it will not received receive proxies representing a sufficient number of shares to obtain the Required Shareholder Stockholder Approval, whether or not a quorum is present, Purchaser or, Buyer will not have sufficient shares of Buyer common stock to constitute a quorum, Buyer may in its sole discretion make one or more successive postponements or adjournments of the Extraordinary General MeetingSpecial Stockholder Meeting as long as such Special Stockholder Meeting is not postponed more than five days for each postponement or adjournment or an aggregate of ten days for all such postponements or adjournments. In connection with the Registration Statement and the Proxy Statement, Purchaser, the Company and Pubco will Buyer shall file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in PurchaserBuyer’s Organizational Documents, the Companies Act Documents and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco Buyer shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco Buyer with such information concerning the Company Target Companies and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement or Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (bd) Purchaser and Pubco Buyer shall use commercially reasonable best efforts to have the Proxy Statement filed with the SEC as promptly as reasonably practicable. Buyer shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting Proxy Statement and the RedemptionSpecial Stockholder Meeting, respectively. Each of Purchaser, Pubco Buyer and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Buyer and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement and the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement and the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco Buyer shall amend or supplement the Registration Proxy Statement and cause the Registration Proxy Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Buyer’s stockholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Buyer’s Organizational Documents; provided, however, Buyer may not amend the Proxy Statement without Buyer’s written consent. (ce) PurchaserBuyer, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and Proxy Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement and Proxy Statement to “clear” comments from the SEC and be declared become effective, as applicable. Purchaser and Pubco Buyer shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco Buyer or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement and Proxy Statement, the Extraordinary General Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. Buyer shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement until such time that all restrictive legends have been removed in respect to the Buyer Securities registered under the Registration Statement pursuant to this Section 6.8. (df) As soon as practicable following the Registration Proxy Statement “clearing” comments from the SEC and being declared effectiveSEC, Purchaser and Pubco Buyer shall distribute the Proxy Statement to PurchaserBuyer’s shareholders stockholders and, pursuant thereto, shall call the Extraordinary General Meeting Special Stockholder Meeting. Buyer agrees that: (i) Buyer’s Board shall recommend that the holders of Buyer Common Stock vote to approve the Stockholder Approval Matters and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in accordance with this Section 6.8, (ii) the Companies Act for Proxy Statement shall include a date no later than thirty (30) days following statement to the effectiveness of effect that Buyer’s Board recommends that Buyer’s stockholders vote to approve the Registration StatementStockholder Approval Matters. (eg) Purchaser and Pubco Buyer shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, PurchaserBuyer’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the RedemptionSpecial Stockholder Meeting.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Company shall prepare prepare, and the Company shall file (with ITAC’s assistance) with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Company’s Ordinary Shares and the Company Warrants to be issued under this Agreement to the holders of Purchaser Securities ITAC Common Stock and the Company Securities at Ordinary Shares issuable upon exercise or conversion of the Closing DateCompany Warrants outstanding prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser ITAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders ITAC stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Special Meeting and providing the Public Shareholders an opportunity in accordance with PurchaserITAC’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares ITAC Class A Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder ITAC Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders ITAC stockholders to vote, at a special meeting of ITAC stockholders to be called and held for such purpose (the Extraordinary General “ITAC Special Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, (i) the adoption and approval of a new equity incentive plan for Pubco in form this Agreement and substance reasonably acceptable to the CompanyTransactions, Pubco and Purchaser (ii) the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) approval of the aggregate number issuance of Pubco Common Stock issued ITAC Securities in the PIPE Investment, by ITAC stockholders in accordance with ITAC’s Organizational Documents, the Delaware Law and outstanding immediately after the Closingrules and regulations of the SEC and Nasdaq, and if applicable, (iii) the approval of the Restated ITAC Certificate, (iv) such other matters as the Company, Pubco Company and Purchaser ITAC 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 “Purchaser Shareholder ITAC Stockholder Approval Matters”), and (v) the adjournment of the Extraordinary General ITAC Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. 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 Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General MeetingITAC. In connection with the Registration Statement, PurchaserStatement and the Merger, the Company shall (w) assist ITAC in obtaining Nasdaq approval of the Merger and Pubco will the change of control resulting from the Merger, (x) file any listing application necessary for the listing of the Company on Nasdaq as successor issuer to ITAC, (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the SEC financial effectiveness of the Company’s listing of its securities on Nasdaq, and other information about (z) the transactions contemplated Company shall provide ITAC with evidence reasonably requested by ITAC that the Company qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act, failing which the Registration Statement shall be filed on a Form S-4. (b) The Company shall obtain the Required Company Shareholder Approval in the manner required by the Existing Articles and the Israeli Companies Law for (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement, including the PIPE Investment), in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Companies Act Existing Articles and the rules and Israeli Companies Law and, to the extent applicable, regulations of the SEC and Nasdaq Nasdaq, (ii) the approval of the Restated Company Articles and Form S-4the Recapitalization; (iii) the adoption and approval of a new Equity Incentive Plan for the Company in a substantially form to be agreed to prior to the filing of the Registration Statement (the “Equity Plan”), which will provide that the total awards under such Equity Plan will be a number of Company Ordinary Shares equal to the sum of (a) five percent (5%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, plus (b) such number Company Ordinary Shares issuable pursuant to any outstanding equity incentives or Continuing Company Options which are outstanding immediately prior to the Recapitalization, (iv) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.15 hereof, (v) the issuance of Company Ordinary Shares and Company Warrants pursuant to this Agreement, including (x) the Company Ordinary Shares issued in connection with the PIPE Investment, (y) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Company Ordinary Shares issuable upon exercise of the Company Warrants, the Continuing Warrants and Continuing Company Options; and (vi) such other matters as the Company and ITAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Company Shareholder Approval Matters”), and (vii) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of the Company. Purchaser The Company shall use its reasonable best efforts to solicit from the holders of Company Ordinary Shares and Pubco Company Preferred Shares proxies or written consents in favor of the Company Shareholder Approval Matters, and to take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting Agreements. (c) ITAC and the Company shall cooperate and provide the Company other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Registration Statement shall provide Purchaser and Pubco with include such information concerning the Company Target Companies and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in In connection with the Registration Statement and the Proxy Statement, the Company and ITAC will file with respect to Purchaser the SEC financial and Pubco shall be true other information about the Transactions in accordance with applicable Law and correct applicable proxy solicitation and not contain any untrue registration statement of a material fact or omit to state a material fact necessary in order to make rules, ITAC’s Organizational Documents, the statements madeIsraeli Companies Law, in light the Delaware Law and the rules and regulations of the circumstances under which they were made, not materially misleadingSEC and Nasdaq. (bd) Purchaser ITAC and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Meeting and the Redemption. Each of Purchaser, Pubco ITAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Company and ITAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser ITAC and Pubco the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to ITAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and ITAC’s Organizational Documents. (ce) PurchaserITAC and the Company, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco The Company shall provide the Company ITAC with copies of any written comments, and shall inform the Company ITAC of any material oral comments, that Purchaser, Pubco the Company or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company ITAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (df) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco ITAC (with the reasonable cooperation of the Company) shall distribute the Proxy Statement to PurchaserITAC’s shareholders and, pursuant thereto, shall call the Extraordinary General Special Meeting in accordance with the Companies Act Delaware Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, ITAC shall solicit proxies from the ITAC stockholders to vote in favor of the ITAC Stockholder Approval Matters, as approved by the ITAC board of directors, which approval shall also be included in the Registration Statement. (eg) Purchaser If on the date for which the ITAC Special Meeting is scheduled, ITAC has not received proxies representing a sufficient number of shares to obtain the Required ITAC Shareholder Approval, whether or not a quorum is present, ITAC may make one or more successive postponements or adjournments of the Special Meeting. ITAC may also adjourn the ITAC Special Meeting to establish a quorum or if the ITAC stockholders have elected to redeem a number of shares of ITAC Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.2(f) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall ITAC adjourn the ITAC Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. Except as otherwise required by applicable Law, ITAC covenants that none of the ITAC board of directors (including any committee thereof) or ITAC shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions. (h) ITAC and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, PurchaserITAC’s Organizational Documents Documents, the Existing Articles and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Special Meeting and the Redemption. (i) The Company (with reasonable cooperation from ITAC) shall take such steps as are necessary for the listing of the Company Ordinary Shares and the Company Public Warrants on Nasdaq, as a successor issuer, and shall provide such information as is necessary to obtain Nasdaq approval of such listing.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Purchaser, Pubco and the Company shall prepare with the reasonable assistance, cooperation and reasonable best 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 (x) the Pubco Securities Common Stock to be issued under this Agreement to the holders of Purchaser Securities Ordinary Shares and Company Securities at to the Closing DateSellers pursuant to the Mergers and (y) the Pubco Public Warrants, 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 (the “Extraordinary General Meeting”) 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 Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from the Purchaser shareholders to vote, at an extraordinary general meeting of the Extraordinary General 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 Agreement, the Ancillary Documents and the Transactions transactions contemplated as part hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares in connection with Transaction Financing, if any), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Act and the rules and regulations of the Business CombinationSEC and NYSE, (ii) the Domesticationauthorization and approval of the Purchaser Merger Plan of Merger and other Purchaser Merger Documents by way of special resolution pursuant to the Act, the (iii) adoption and approval of a new equity incentive plan for Pubco in a form and substance reasonably acceptable mutually satisfactory to the Company, Pubco Purchaser and Purchaser the Company (the “Pubco Incentive Plan” or “Post-Closing Equity Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of shares of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption), as further set forth in the Incentive Plan, (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, (v) the approval of an amendment to the Insider Letter, effective upon the Closing, and pursuant to which the Founder Shares will be released from transfer restrictions set forth therein on the date on which the VWAP of shares of Pubco Common Stock is greater than or equal to $15.00 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period beginning on the day of Closing (the “Insider Letter Amendment Approval”), (vi) such other matters (or, to the extent applicable, excluding such approval matters) as the Company, Pubco Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Extraordinary General MeetingPurchaser Special Meeting to a later date or dates, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. Postponements or adjournments of the Purchaser Special Meeting for any other reason shall require the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed). In connection with the Registration StatementStatement and any amended and supplements thereto, the Purchaser, Pubco and the Company 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 Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SECNYSE. The Company shall promptly provide the Purchaser and Pubco with such information concerning the Company and its shareholderstheir 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser Purchaser, Pubco and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of the Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, the Purchaser, Pubco and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser The Purchaser, Pubco and Pubco the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to the Purchaser shareholders and the Sellers, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (c) PurchaserEach of Pubco, the Purchaser and the Company and Pubco, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider in good faith any such comments timely made under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effectiveeffective by the SEC (the “SEC Approval Date”), the Purchaser and Pubco shall distribute the Proxy Registration Statement to the Purchaser’s shareholders and the Sellers, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies Purchaser’s Organizational Documents and the Act for a date no later than thirty (30) days following the effectiveness of the Registration StatementStatement or as otherwise agreed upon by the Purchaser and the Company. (e) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NasdaqNYSE, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Purchaser, Pubco and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed), and Pubco shall file with the SEC 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 Securities at Holders pursuant to the Closing DateMergers, which Registration Statement will shall also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser the Purchaser’s shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) 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 (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser the Purchaser’s shareholders to vote, at an extraordinary general meeting of the Extraordinary General Purchaser’s 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 transactions contemplated as part hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares in connection with any Transaction Financing) and the Plan of Merger, by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Companies Act, the DGCL and the rules and regulations of the Business CombinationSEC and Nasdaq, (ii) the Domesticationadoption and approval of the Amended Pubco Organizational Documents, (iii) the adoption and approval of a new equity incentive plan for Pubco Pubco, in form and substance reasonably acceptable to be mutually agreed by the Purchaser and the Company prior to the Companyeffectiveness of the Registration Statement, Pubco and Purchaser (the “Pubco Equity Plan”), which will shall provide that the total for awards under such Pubco Equity Plan will be for a number of shares of Pubco Common Stock equal to twelve fifteen percent (1215%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the ClosingClosing (after giving effect to the Closing Redemption), (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.16 hereof, and (v) such other matters as the Company, Pubco Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Approval Matters”), and (vi) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If The Purchaser Board shall not withdraw, amend, qualify or modify its recommendation that the Purchaser’s shareholders approve the Purchaser Shareholder Approval Matters. If, on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company Purchaser and Pubco will shall 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 Act Act, the DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. 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 and any amendment or supplement thereto prior to filing the same with the SEC, and the Purchaser and Pubco shall consider in good faith any such comments. The Company shall provide Purchaser and Pubco with such information concerning the Company and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by 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 Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein to the extent based solely on information included supplied by the Purchaser, the Merger Subs or the Sponsor for inclusion or incorporation by reference in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light SEC filings of the circumstances under which they were made, not materially misleadingPurchaser or the Proxy Statement provided to the Purchaser’s shareholders. (b) Purchaser The Purchaser, Pubco and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption. Each of the Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, the Purchaser and Pubco and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser and Pubco Pubco, with the reasonable cooperation of the Company, shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to the Purchaser’s shareholders, in each case, as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed). (c) Each of Pubco and the Purchaser, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider in good faith any such comments. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement each time before any such document is filed with the SEC, and the Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. No filing of, or amendment or supplement to the Registration Statement shall be made by the Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). No response to any comments from the SEC or the staff of the SEC relating to the Registration Statement shall be made by the Purchaser or Pubco without the prior consent of the Company (such consent not to be unreasonably withheld, conditions or delayed), and without providing the Company, as applicable, a reasonable opportunity to review and comment thereon. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, the Purchaser and Pubco soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser shall distribute (i) cause the Proxy Statement to be disseminated to the Purchaser’s shareholders andin compliance with applicable Law, pursuant thereto, shall call (ii) duly (1) give notice of and (2) convene and hold the Extraordinary General Purchaser Special Meeting in accordance with the Purchaser’s Organizational Documents and Nasdaq listing rules, for a date no later than thirty (30) days following the date the Registration Statement is declared effective, (iii) solicit proxies from the holders of Purchaser Ordinary Shares to vote in favor of each of the Purchaser Shareholder Approval Matters, and (iv) call the Purchaser Special Meeting in accordance with the Cayman Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Closing Redemption. (f) The Purchaser and the Company shall use commercially reasonable efforts to cause: (i) Pubco to satisfy all applicable listing requirements of Nasdaq and (ii) the Pubco Common Stock issuable in accordance with this Agreement, including the Mergers, to be approved for listing on Nasdaq (and the Company shall reasonably cooperate in connection therewith), subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Effective Time.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser and Pubco shall jointly prepare, and Pubco shall (at the Parties shall prepare 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 S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and Company Securities at prior to the Closing DateEffective 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 acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Special Stockholder Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit 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 Extraordinary General “Special Stockholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions contemplated as part (including, to the extent required, the issuance of the Business CombinationExchange Shares and the PIPE Shares), by the holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the DomesticationNRS and the rules and regulations of the SEC and Nasdaq, (B) to the extent required by the Federal Securities Laws, Nevada Law or the BVI Act, the adoption of the Amended Pubco Charter, (C) the adoption and approval of a new equity incentive plan for Pubco Pubco, which will be in form and substance reasonably acceptable to the Company, Pubco Company and Purchaser (the “Pubco Equity Plan”), and which will provide that the total awards under such Pubco Equity Plan equity incentive plan will be a number of Pubco Common Stock Ordinary Shares equal to twelve ten percent (1210%) of the aggregate number of Pubco Common Stock Ordinary Shares issued and outstanding immediately after the Closing, and (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 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 “Purchaser Shareholder Stockholder Approval Matters”), and (F) the adjournment of the Extraordinary General Special Stockholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in favor of the approval of the Stockholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. If on the date for which the Extraordinary General Special Stockholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder ApprovalStockholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Special Stockholder Meeting. In connection with the Registration Statement, Purchaser, the Company 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 Law, Purchaser’s Organizational Documents, the Companies Act NRS and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (c) Purchaser, the Company and Pubco, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective, Purchaser and Pubco shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateMerger Consideration, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Purchaser Extraordinary General Meeting”Meeting (defined below) 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 stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part hereby or referred to herein, including the Merger and the Domestication (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Islands Companies Law, the DCGL and the rules and regulations of the Business CombinationSEC and NYSE, (ii) the effecting of the Domestication, (iii) the change of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, (iv) 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 Incentive Plan”), in a form to reasonably agreed by the Purchaser and the Company during the Interim Period, which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco shares of Purchaser Common Stock equal to twelve percent (12%A) 15% of the aggregate number of Pubco shares of Purchaser Common Stock issued and outstanding immediately after the ClosingClosing (as calculated after giving effect to the Redemption), such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2022 and continuing until (and including) January 1, 2031, with such annual increase equal to the lesser of (x) 5% of the total number of shares of Purchaser Common Stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (y) an amount determined by the Post-Closing Purchaser Board, plus (B) the number of shares of Purchaser Common Stock that are subject to Purchaser Earnout RSUs issued pursuant to this Agreement, plus (C) the number of shares of Purchaser Common Stock that are subject to Transaction Bonus RSUs granted in accordance with Section 5.23(b), (v) the adoption and approval of a new employee stock purchase plan intended to comply with the applicable requirements under Section 423 of the Code, in such form and substance as reasonably agreed to by the Purchaser and the Company during the Interim Period, which will provide for (A) a purchase price discount of up to 15% in accordance with Section 423 of the Code and (B) a reserve of a number of shares of Purchaser Common Stock equal to 2% of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption), such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2022 and continuing until (and including) January 1, 2031, with such annual increase equal to the lesser of (x) 1% of the total number of shares of Purchaser Common Stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (y) an amount determined by the Post-Closing Purchaser Board, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.19 hereof, (vii) the amendment of the Share Escrow Agreement, dated as of October 17, 2019, by and among the Purchaser, the Purchaser’s initial shareholders named therein and Continental Stock Transfer & Trust Company, as escrow agent thereunder, to shorten the lock-up restrictions on Purchaser Ordinary Shares thereunder to match the lock-up period in the Lock-Up Agreement, (viii) such other matters as the Company, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser Shareholder Approval Matters”), and (ix) the adjournment of the Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Purchaser 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 of the Purchaser Extraordinary General Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 Act, the DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir 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. . (b) The Purchaser shall cause any information concerning the Purchaser or its stockholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the Registration Statement with respect Statement, or in any amendments or supplements thereto, to Purchaser and Pubco shall be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. , (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Purchaserafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to the Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances. (c) The Purchaser, with the Company reasonable and Pubcotimely assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco the Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company (and its counsel) a reasonable opportunity under the circumstances to review and timely comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, pursuant thereto, shall call the Purchaser Extraordinary General Meeting in accordance with the Cayman Islands Companies Act Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NasdaqNYSE, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Extraordinary General Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on the NYSE as of the Closing.

The Registration Statement. (a) As Following the date of this Agreement, SPAC and Pubco shall prepare with the reasonable assistance of the Company, and, as promptly as practicable after completion of the date hereofCompany’s audited financial statements described in Section 8.4(a), the Parties shall prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Pubco Securities Stock to be issued under this Agreement to the holders of Purchaser Securities SPAC Class A Ordinary Shares and to the holders of Company Securities Interests at the Closing DateEffective Time, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders SPAC Shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents the SPAC Memorandum and Articles and the IPO Prospectus to have their Purchaser SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser SPAC Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated (i) as part of the Business Combination, the Domesticationan ordinary resolution, the adoption and approval of this Agreement and the Transactions as a new equity incentive plan for Pubco in form Business Combination, (ii) as a special resolution, the approval of the SPAC Merger and substance reasonably acceptable to authorization of SPAC’s entry into the SPAC Plan of Merger, and (iii) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Sellers, the Company, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and such other matters as the Company, Pubco and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iii), collectively, the “Purchaser SPAC Shareholder Approval Matters”), (iv) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (v) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of PurchaserSPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, and the rules and regulations of the SEC and Nasdaq. If on the date for which the Extraordinary General Meeting is scheduled, Purchaser SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the Extraordinary General MeetingMeeting in accordance with Section 8.11(d). In connection with the Registration Statement, Purchaser, the Company SPAC and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documentsthe SPAC Memorandum and Articles, the Companies Cayman Act and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser SPAC and Pubco shall cooperate and provide the Company Sellers (and its their counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company and the Sellers shall provide Purchaser SPAC and Pubco with such information concerning the Company Company, the Sellers and its their respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco Seller shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of PurchaserSPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, PurchaserSPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) Purchaser, the Company SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser SPAC and Pubco shall provide the Company Sellers with copies of any written comments, and shall inform the Company Sellers of any material oral comments, that PurchaserSPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company Sellers and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Sellers or their counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser SPAC shall set a record date for the Extraordinary General Meeting and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. SPAC shall, through the SPAC Board, subject to Section 8.11(d)(ii), recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. (ei) Purchaser Subject to Section 8.11(d)(ii), the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (ii) Notwithstanding anything to the contrary contained in this Agreement, the SPAC Board may, at any time prior to, but not after, obtaining the Required Shareholder Approval, make a Modification in Recommendation in response to an Intervening Event (an “Intervening Event Change in Recommendation”) if the SPAC Board determines in good faith, based on the advice of its outside legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the SPAC Board under applicable Law; provided that: (A) the Company shall have received written notice from SPAC of SPAC’s intention to make an Intervening Event Change in Recommendation at least five (5) Business Days prior to the taking of such action by SPAC (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail (including the facts and Pubco circumstances providing the basis for the determination by the SPAC Board to effect such Intervening Event Change in Recommendation), (B) during the Intervening Event Notice Period and prior to making an Intervening Event Change in Recommendation, if requested by the Company, SPAC and its Representatives shall comply have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the SPAC Board to proceed with its recommendation of this Agreement and the Transactions and not make such Intervening Event Change in Recommendation, (C) the SPAC and its Representatives shall have provided to the Company and its Representatives all applicable Laws, any applicable rules and regulations information with respect to such Intervening Event reasonably requested by the Company to permit the Company to propose revisions to the terms of Nasdaq, Purchaser’s Organizational Documents and this Agreement and (D) if the Company requested negotiations in accordance with the preparationforegoing sub-clause (B), filing the SPAC Board may make an Intervening Event Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and distribution conditions of this Agreement that the Company shall have, prior to the expiration of the Registration Statementfive (5) Business Day period, offered in writing in a manner that would form a binding contract if accepted by SPAC (and the other applicable Parties), continues to determine in good faith, based on the advice of outside counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the SPAC Shareholders under applicable Law. An “Intervening Event” shall mean any solicitation material and negative event after the date of proxies thereunderthis Agreement that (i) was not known and was not reasonably foreseeable to the SPAC Board as of the date of this Agreement (or the consequences or magnitude of which were not reasonably foreseeable to the SPAC Board as of the date of this Agreement), which becomes known to the calling and holding of SPAC Board prior to the Extraordinary General Meeting Meeting, and (ii) does not relate to and excludes, whether alone or in combination, (A) any Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (B) the RedemptionTransactions and/or this Agreement or any Ancillary Document (or any actions taken pursuant to this Agreement or any Ancillary Document, including obtaining all Consents required to be obtained from any Governmental Authority or any other Person), (C) any change in the price or trading volume of SPAC Class A Ordinary Shares, (D) any Action filed or threatened against SPAC or any member of the SPAC Board arising out of or related to the Transactions by any Person and (E) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Material Adverse Effect with respect to the Company has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iii) and (iv) of the definition thereof. For the avoidance of doubt, (x) an Intervening Event Change in Recommendation shall constitute a Modification in Recommendation, and (y) in the event that the SPAC Board does not make an Intervening Event Change in Recommendation, the SPAC Board, in furtherance of its fiduciary duty, shall still be permitted to advise SPAC Shareholders of their right to redeem in the Redemption and provide the SPAC Shareholders with a detailed explanation and rationale for such advice.

The Registration Statement. (a) As promptly as practicable after the date hereofof this Agreement, Purchaser and the Parties 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”) in connection with the registration under the Securities Act of the Pubco Purchaser Securities to be issued under this Agreement to the holders of Purchaser Securities and securities of the Company Securities at prior to the Closing 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 acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) 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 Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit 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 “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 Transactions contemplated as part by the holders of Purchaser Shares in accordance with Purchaser’s Organizational Documents, the Cayman Act and the rules and regulations of the Business CombinationSEC and NASDAQ, (B) the Domesticationadoption of the Amended Purchaser Charter, (C) the adoption and approval of a new equity incentive plan for Pubco Purchaser in substantially the form and substance reasonably acceptable to as the Company, Pubco Company and Purchaser mutually agree on pursuant to Section 5.16 (the “Pubco Purchaser Equity Plan”), which will provide that (D) the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) appointment of the aggregate number members of Pubco Common Stock issued and outstanding immediately after the ClosingPost-Closing Purchaser Board, and 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, Pubco Company 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 (F), collectively, the “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 Extraordinary General Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Purchaser Shareholder Approval Matters, and (iii) use its commercially reasonable efforts to secure the approval of the Purchaser Shareholder Approval Matters; provided, however, that Purchaser’s board of directors may change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation (a “Change in Recommendation”) if it determines in good faith, after consultation with its outside legal counsel and/or financial advisors, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by Purchaser’s board of directors of its fiduciary obligations to Purchaser’s shareholders under applicable Law; provided, however, that Purchaser will not be entitled to make, or agree or resolve to make, a Change in Recommendation unless (A) Purchaser has provided at least five (5) Business Days’ prior written notice to the Company advising that Purchaser’s board of directors proposes to take such action and which notice contains the material facts underlying its determination to make, or agree or resolve to make, a Change in Recommendation (a “Change in Recommendation Notice”), (B) during such five (5) Business Day period following the Company’s receipt of a Change in Recommendation Notice, Purchaser’s board of directors has engaged in good faith negotiations with the Company and its Representatives (to the extent that the Company desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Change in Recommendation and (C) following the expiration of such five (5) Business Day period, Purchaser’s board of directors reaffirms in good faith, after consultation with its outside legal counsel, that the failure to make a Change in Recommendation would constitute a breach by the directors of Purchaser of their fiduciary duties under applicable Law. If on the date for which the Extraordinary General Special Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder ApprovalApproval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Special Meeting. In connection with the Registration Statement, PurchaserPurchaser will, with the agreement of the Company and Pubco will prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), 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 Law, Purchaser’s Organizational Documents, the Companies Cayman Act and the rules and regulations of the SEC and Nasdaq and Form S-4NASDAQ. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) the Registration Statement and 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 Company Target Companies and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (bc) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Meeting and the Redemption. Each of Purchaser, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall shall, with the agreement of the Company prior to filing any such amendment or supplement (such agreement not to be unreasonably withheld, conditioned or delayed), amend or supplement the Registration Statement and cause Purchaser shall (at the sole cost and expense of Purchaser), with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file the Registration Statement, as so amended or supplemented, with the SEC and to be filed with disseminated to Purchaser’s shareholders, in each case as and to the SECextent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (cd) Purchaser, the Company and Pubco, Purchaser shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any proposed written or material oral responses to such comments. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders and, pursuant thereto, Purchaser shall call the Extraordinary General Special Meeting in accordance with the Companies Cayman Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. Purchaser shall use commercially reasonable efforts to keep the Registration Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. (ef) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NasdaqNASDAQ, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Special Meeting and the Redemption. (g) For the avoidance of doubt, the Company shall not be required by this Section 5.10 to take, or cause to be taken, any action in response to comments of the SEC staff made in connection with the Registration Statement, that would or could reasonably be expected to result in (x) any material and lasting change in the business of the Target Companies as presently conducted or (y) any Target Company being required to hold, obtain or apply for any material Permit from any Government Authority other than those set forth in Schedule 4.10 of the Company Disclosure Schedules.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Purchaser and Pubco shall prepare with the reasonable assistance of the Sellers and the Operating Companies, 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 Company Securities at the Closing DateSellers pursuant to this Agreement, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Class A Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part 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 Business CombinationSEC and Nasdaq, (ii) the Domesticationadoption and approval of the Amended Pubco Organizational Documents, the (iii) adoption and approval of a new equity incentive plan for Pubco in a form to be approved by the Seller Representative and substance reasonably acceptable to the Company, Pubco and Purchaser Representative (the “Pubco Equity Incentive Plan”), which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number shares of Pubco Common Stock issued and outstanding immediately after Stock, (iv) the Closingappointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, and (v) such other matters as the Company, Pubco Seller Representative and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (vi) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company 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 Companies Act DGCL, the Federal Securities Laws and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company Seller Representative (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 Seller Representative shall promptly provide Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir members, officers, directorsmanagers, 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 information included in the Registration Statement with respect to Purchaser and Pubco Target Companies shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption. Each The Seller Representative shall cause the Target Companies to and each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers officers, managers and employees, upon reasonable advance notice, available to the Company, PubcoSeller Representative, Purchaser, Pubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (c) Each of Pubco and Purchaser, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company Seller Representative with copies of any written comments, and shall inform the Company Seller Representative of any material oral comments, that Purchaser, Pubco Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company Seller Representative a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders stockholders, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies Act DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NasdaqNasdaq on which Pubco Common Stock will be listed, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Closing Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities required shares and Company Securities at the Closing Datewarrants, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, (i) the adoption and approval of a new equity incentive plan for Pubco in form this Agreement and substance reasonably acceptable the transactions contemplated hereby or referred to herein, including the Company, Pubco and Merger by the holders of Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, law, and the rules and regulations of the aggregate number SEC and NYSE, (ii) the adoption and approval of Pubco Common Stock issued and outstanding immediately after the ClosingAmended Purchaser Certificate of Incorporation, and including the change of name of the Purchaser, (iv) such other matters as the Company, Pubco Target Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (vi) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 Securities Act, law, and the rules and regulations of the SEC and Nasdaq and Form S-4NYSE. Purchaser and Pubco shall cooperate and provide the Target 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 Target Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir 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 Target Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco Holdco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco Holdco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and Holdco and, Purchaserafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco Holdco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents; provided, however, that the Purchaser and Holdco shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances. (c) PurchaserPurchaser and Holdco, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Target Company of any material oral comments, that Purchaser, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Target Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders stockholders and the Target Company Shareholders, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies Securities Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco Holdco shall comply with all applicable Laws, any applicable rules and regulations of NasdaqNYSE, Purchaser’s and Holdco’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the Holdco Ordinary Shares to be issued in connection with the Merger to be approved for listing on NYSE as of the Closing. (f) The Company shall use best efforts to procure the delivery to the Parties of an unqualified audit opinion by a PCOAB qualified auditor reasonably acceptable to Purchaser on the Annual Company Financials (the “Audited Company Financials”) by no later than October 1, 2023 and in any event shall procure the delivery to the Parties of such unqualified audit of the Annual Company Financials by no later than October 1, 2023. Should Company be unable to deliver such unqualified audit opinion of the Annual Company Financials by October 1, 2023, Purchaser may, at its option, either terminate this Agreement or extend the date to receive such audit opinion. Holdco or ▇. ▇▇▇▇▇▇▇▇▇ shall pay the fees and other expenses of the auditor to deliver the Audited Company Financials. (g) The Company shall timely deliver updated financial statements as required pursuant to SEC regulations as requested by Purchaser, including audited financial statements for the year ended December 31, 2023, if required.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties SPAC shall prepare 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 Securities New PubCo Common Shares to be issued under this Agreement as the Common Amalgamation Consideration, (y) the Convertible Note Shares to be issued in respect of the holders Company Shares issued pursuant to conversion of Purchaser the Company Convertible Notes and (z) the replacement New PubCo Securities and Company Securities at to be issued in the Closing DateSPAC Continuance, 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 the SPAC Shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) SPAC Special Meeting and providing the SPAC Public Shareholders an opportunity opportunity, in accordance with Purchaserthe SPAC’s Organizational Documents and the IPO Prospectus Documents, to have their Purchaser Ordinary 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 Purchaser SPAC Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders the SPAC Shareholders to vote, at a special meeting of the Extraordinary General SPAC Shareholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part hereby or referred to herein by the SPAC Shareholders in accordance with the SPAC’s Organizational Documents, (ii) the effecting of the Business CombinationSPAC Continuance, including the Domesticationconversion 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 for Pubco plan, in a form and substance reasonably acceptable to the CompanyCompany and the SPAC, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that for the total awards under such Pubco Equity Plan will be reservation for future issuance of a number of Pubco New PubCo Common Stock Shares equal to twelve ten percent (1210%) of the aggregate number of Pubco New PubCo Common Stock Shares issued and outstanding immediately after the ClosingClosing (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, Pubco Company and Purchaser the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Arrangement, the Amalgamation and the other transactions contemplated by this Agreement, (the approvals described in foregoing clauses (i) through (vii), collectively, the “Purchaser SPAC Shareholder Approval Matters”), and (viii) the adjournment of the Extraordinary General SPAC Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date SPAC, and (ix) any other proposals as the SEC or Nasdaq may indicate are necessary in its comments to the Registration Statement or correspondence related thereto. (b) Notwithstanding anything to the contrary contained in this Agreement, the SPAC may (and, in the case of the following clause (ii), at the request of the Company, shall) adjourn the SPAC Special Meeting for a period of no longer than fifteen (15) calendar days (in each case): (i) after consultation with the Company, to the extent necessary to ensure that any supplement or amendment to the Registration Statement that the SPAC Board has determined in good faith is required by applicable Law be provided to the SPAC Public Shareholders; (ii), in each case, for one (1) or more periods, (x) if as of the time for which the Extraordinary General SPAC 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 the Extraordinary General Meeting. In connection with originally scheduled (as set forth in the Registration Statement), Purchaserthere are insufficient voting equity interests of the SPAC represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the SPAC Special Meeting or (y) in order to solicit additional proxies from the SPAC Public Shareholders for purposes of obtaining the requisite approval with respect to the SPAC Shareholder Approval Matters; (iii) to seek withdrawals of redemption requests from the SPAC Public Shareholders or (iv) if the Company Meeting has been adjourned or delayed; provided, that, in the event of any such adjournment, the SPAC Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved. The SPAC and the Company 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 Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco their respective counsel shall cooperate and provide the Company (and its counsel) one another with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and any comments timely made shall be considered in good faith. The Company and the SPAC shall each provide Purchaser and Pubco the other with such information concerning the Company Company, the SPAC and its their respective 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 or the SPAC, as applicable, shall be true and correct in all material respects and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, made not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (bc) Purchaser and Pubco The SPAC shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the included Proxy Statement, the Extraordinary General SPAC Special Meeting and the Redemption. Each of Purchaser, Pubco the SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, the SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement and the included Proxy Statement, and responding shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement and the included Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco The SPAC shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents; provided, however, that the SPAC shall not amend or supplement the Proxy Statement without prior written consent of the Company, not to be unreasonably withheld, conditioned, or delayed. (cd) PurchaserThe SPAC, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco The SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco the SPAC or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the SPAC shall consider any such comments timely made in good faith under the circumstances. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco the SPAC shall distribute the Proxy Statement to Purchaser’s shareholders andthe SPAC Shareholders, and pursuant thereto, shall call the Extraordinary General SPAC Special Meeting in accordance with the Companies Securities Act and applicable Delaware Law for a date no later than thirty (30) days following the effectiveness commencement of mailing of the Registration StatementProxy Statement to the SPAC Shareholders or if later, the date on which the Company Meeting is contemplated to occur pursuant to Section 2.3. (ef) Purchaser and Pubco The SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaserthe SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General SPAC Special Meeting and the Redemption. (g) All Expenses of, related to and incurred in connection with the preparation, filing, processing, and approval of the Registration Statement including, but not limited to, all auditing, accounting, legal, exchange listing fees, SEC and other filing fees, proxy fees, redemption fees, printing fees and mailing expenses shall constitute Expenses of the Company and shall be promptly paid by the Company as and when due.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Company and Malacca shall prepare prepare, with the reasonable assistance of Parent, and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Company ADSs (and the Company Ordinary Shares represented thereby) and the Company Warrants to be issued under this Agreement to the holders of Purchaser Malacca Securities and Company Securities at prior to the Closing DateEffective Time, which Registration Statement will also contain a proxy statement of Purchaser Malacca (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders Malacca Shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Malacca Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents the Malacca Memorandum and Articles and the IPO Prospectus to have their Purchaser Malacca Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Malacca Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders Malacca Shareholders to vote, at a general meeting of Malacca Shareholders to be called and held for such purpose (the Extraordinary General “Malacca Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions contemplated as part (including to the extent required, the issuance of Malacca Securities in any PIPE Investment), by the holders of Malacca Ordinary Shares in accordance with the Malacca Memorandum and Articles, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq (the “Business CombinationCombination Proposal”), (ii) the Domesticationadoption and approval of the Merger, (iii) the adoption and approval of a new equity incentive plan Equity Incentive Plan for Pubco the Company in form and substance reasonably acceptable to agreed upon by the Company, Pubco Company and Purchaser Malacca (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock Company Ordinary Shares equal to twelve ten percent (1210%) of the aggregate number of Pubco Common Stock Company Ordinary Shares issued and outstanding immediately after the Closing, (iv) the appointment, and designation of classes, of the 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, Pubco Company and Purchaser Malacca shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Malacca Shareholder Approval Matters”), and (vi) the adjournment of the Extraordinary General Malacca Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. Malacca. (b) If on the date for which the Extraordinary General Malacca Shareholder Meeting is scheduled, Purchaser Malacca has not received proxies representing a sufficient number of shares to obtain the Malacca Required Shareholder Approval, whether or not a quorum is present, Purchaser Malacca may make one or more successive postponements or adjournments of the Extraordinary General Malacca Shareholder Meeting. In connection with the Registration Statement and the Proxy Statement, Purchaser, the Company and Pubco Malacca will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documentsthe Malacca Memorandum and Articles, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq Nasdaq. Malacca and Form S-4. Purchaser and Pubco the Company shall cooperate and provide the Company other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco Malacca with such information concerning the Company Target Companies and its shareholderstheir equity holders, officers, directors, commissioners, 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (bc) Purchaser Malacca and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Malacca Shareholder Meeting and the Redemption. Each of PurchaserMalacca, Pubco and the Company and Parent shall, and shall cause each of its Subsidiaries to, make their respective directors, commissioners, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Company and Malacca and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser Malacca and Pubco the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Malacca’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Malacca Memorandum and Articles. (cd) PurchaserMalacca and the Company, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser Malacca and Pubco the Company shall provide the Company Parent with copies of any written comments, and shall inform the Company Parent of any material oral comments, that PurchaserMalacca, Pubco the Company or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Malacca Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser Malacca and Pubco the Company shall distribute the Proxy Registration Statement to PurchaserMalacca’s shareholders and, pursuant thereto, shall call the Extraordinary General Malacca Shareholder Meeting in accordance with the Malacca Memorandum and Articles and the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (ef) Purchaser Malacca and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents the Malacca Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Malacca Shareholder Meeting and the Redemption.

The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, the Parties SPAC, PubCo and DoubleDragon shall prepare jointly prepare, and PubCo and SPAC shall jointly file with the SEC SEC, (i) in preliminary form, a registration proxy statement on Form S-4 in connection with the transactions contemplated by this Agreement (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and Company Securities at the Closing Date, which Registration Statement will also contain a proxy statement of Purchaser (as amendedsupplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) providing the public shareholders of SPAC an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders to vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) and providing the Public SPAC 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 Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit proxies from Purchaser shareholders to vote, at the Extraordinary General SPAC Special Meeting, in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, (i) the adoption and approval of a new equity incentive plan for Pubco this Agreement and the transactions contemplated hereby or referred to herein, (ii) the replacement of the existing memorandum and articles of association of SPAC with the Amended PubCo Charter, (iii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of the memorandum and articles of association of the Merger Sub 2, as in form and substance reasonably acceptable effect immediately prior to the CompanySPAC Merger Effective Time, Pubco as the memorandum and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) articles of the aggregate number association of Pubco Common Stock issued and outstanding immediately after the Closing, and such other matters as SPAC Surviving Sub at the Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the “Purchaser Shareholder Approval Matters”SPAC Merger Effective Time), and (iv) the adjournment of the Extraordinary General SPAC Special Meeting, if necessary or desirable in the reasonable determination of PurchaserSPAC (collectively, the “SPAC Shareholder Approval Matters”). If on the date for which the Extraordinary General SPAC Special Meeting is scheduled, Purchaser SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder ApprovalApproval (as defined below), whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the Extraordinary General SPAC Special Meeting. . (c) In connection with the Registration Statement, PurchaserSPAC, DoubleDragon and PubCo will jointly file, with the Company and Pubco will file Party’s reasonable cooperation, 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 PurchaserSPAC’s Organizational DocumentsDocuments and applicable Laws of the British Virgin Islands, applicable Laws of the Companies Act Cayman Islands and the rules and regulations of the SEC and Nasdaq Nasdaq. SPAC (and Form S-4. Purchaser and Pubco shall cooperate and provide the Company its counsel), PubCo (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. The Company DoubleDragon shall provide Purchaser and Pubco with such information concerning the Company Group and its shareholdersequity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company DoubleDragon shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, made not materially misleading. The SPAC shall provide such information included concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement with respect to Purchaser and Pubco Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (bd) Purchaser Each of SPAC, PubCo and Pubco DoubleDragon shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting Statement and the RedemptionProxy Statement. Each of PurchaserSPAC, Pubco PubCo and the Company DoubleDragon shall, and shall cause each of its Subsidiaries to, to make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to the CompanyDoubleDragon, PubcoPubCo, Purchaser, SPAC and their respective Representatives representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (ce) PurchaserSPAC, the Company PubCo and Pubco, DoubleDragon shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco Each Party shall provide the Company other Party with copies of any written comments, and shall inform the Company other Party of any material oral comments, that Purchaser, Pubco such Party or their respective Representatives its representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting Statement and the Redemption Proxy Statement promptly after the receipt of such comments and shall give the Company other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (df) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effectiveeffective by the SEC, Purchaser and Pubco SPAC shall distribute the Proxy Statement to Purchaser’s shareholders SPAC Shareholders, and, pursuant thereto, shall call the Extraordinary General SPAC Special Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness applicable Laws of the Registration Statement. (e) Purchaser and Pubco British Virgin Islands as promptly as practicable. SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution take necessary actions to enforce Section 1 of the Registration StatementLetter Agreement, any solicitation dated as of proxies thereunderJanuary 18, 2024, by and among SPAC, the calling Sponsor and holding certain directors and officers of SPAC, in order to obtain the Extraordinary General Meeting and the RedemptionRequired SPAC Shareholder Approval.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Company Securities at the Closing DateSellers pursuant to the Mergers, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, (i) the adoption and approval of a this Agreement and the Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers, 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) adoption and approval of the new omnibus equity incentive plan for Pubco Pubco, in form and substance reasonably acceptable to Purchaser and the Company, Pubco and Purchaser Company (the “Pubco Equity Incentive Plan”), which will provide that provides for the total grant of awards under such to employees and other certain Representatives of Pubco Equity Plan will be a number 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 twelve ten percent (1210%) of the aggregate number of Pubco shares of Purchaser Common Stock issued and outstanding immediately after the 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 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, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (vi) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company 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 Companies Act DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company and its shareholdersequity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser, PurchaserPubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (c) Purchaser, the Company Each of Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effectiveeffective by the SEC, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders stockholders and the Sellers, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies Act DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties SPAC and Pubco shall prepare with the assistance of the Company and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of Purchaser SPAC Securities and Company Companies Securities at as of immediately prior to the Closing DateEffective Time, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser SPAC shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with PurchaserSPAC’s Organizational Documents and the IPO Prospectus to have their Purchaser SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval MattersMatters (as defined below). The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser SPAC shareholders to vote, at a general meeting of SPAC shareholders to be called and held for such purpose (the Extraordinary General “SPAC Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions contemplated as part by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the Business CombinationSEC and Nasdaq, (ii) to the extent required by Nasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the Domesticationissuance of any SPAC Securities in connection with the Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new equity incentive plan Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and substance reasonably acceptable to the Company, Pubco and Purchaser each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock Ordinary Shares equal to twelve eight percent (128%) of the aggregate number of Pubco Common Stock Ordinary Shares issued and outstanding immediately after the Closing, and (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.15 hereof, (vi) such other matters as the Company, Pubco and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Approval Matters”), and (vii) the adjournment of the Extraordinary General SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. If SPAC. (b) If, on the date for which the Extraordinary General SPAC Shareholder Meeting is scheduled, Purchaser SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the Extraordinary General SPAC Shareholder Meeting. In connection with the Registration Statement, Purchaser, the Company SPAC and Pubco will shall 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 PurchaserSPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser SPAC and Pubco with such information concerning the Company Lexasure Companies and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (bc) Purchaser SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. Each of PurchaserSPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, PurchaserSPAC and, after the Closing, the SPAC Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to SPAC’s shareholders and the holders of SPAC Warrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents. (cd) Purchaser, the Company SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that PurchaserSPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser SPAC and Pubco shall distribute the Proxy Registration Statement to PurchaserSPAC’s shareholders and, pursuant thereto, shall call the Extraordinary General SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement, and shall use its reasonable efforts to (i) solicit from the SPAC Shareholders proxies in favor of the Required SPAC Shareholder Approval prior to such SPAC Shareholder Meeting, and (ii) obtain the Required SPAC Shareholder Approval at such SPAC Shareholder Meeting. (ef) Purchaser SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, PurchaserSPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. (g) In connection with the Registration Statement, each of SPAC and the Company shall, if requested in writing by BTIG, LLC (“BTIG”), SPAC’s capital markets advisor in connection with the Transaction, or any other financial advisor of SPAC with the prior approval of SPAC, cause the SPAC’s and Lexasure Companies’ respective independent registered public accounting firm(s) and counsel(s) to deliver to BTIG or such other financial advisor on such dates as reasonably requested by BTIG or such other financial advisor “comfort” letters and negative assurance statements in customary form and substances reasonably satisfactory to BTIG or such other financial advisor and their respective counsel; provided that BTIG shall deliver to such public accounting firm(s) documentation to permit such firms to render such comfort letters. Pubco hereby agrees that in connection with the Closing, it will enter into a written agreement with SPAC and BTIG, in form and substance reasonably acceptable to BTIG and SPAC, to assume, effective as of the Closing, all of the rights and obligations of SPAC under SPAC’s engagement letter with BTIG, dated as of November 27, 2022, as it may be amended.

The Registration Statement. (aA) As promptly as practicable after the date hereofThe Registration Statement, the Parties shall prepare and file with the SEC a registration statement on Form S-4 (as amended to cover the offering, issuance and sale by TMI of such number of shares of 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 TMI (net of the Underwriter's discount or supplemented commissions) in at least the amount (the "Minimum Cash Amount") sufficient when added to the funds, if any, available from time to timeother sources (the "Other Financing Sources"), if any, and including as set forth in the Proxy Registration Statement contained therein, the “Registration Statement”) in connection with the registration when it becomes effective under the Securities Act to enable TMI to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Pubco Securities merger Consideration then to be issued under this Agreement 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 holders Other Agreements as a result of Purchaser Securities the consummation of the mergers or other acquisition transactions contemplated thereby, and Company Securities (3) the total amount of Indebtedness of the Founding Companies and TMI which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing DateDate with proceeds received by TMI from the IPO and the Other Financing Sources, which shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement will also contain a proxy statement of Purchaser (as amended, shall have been issued by the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the extraordinary general meeting (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 redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit proxies from Purchaser shareholders to vote, at the Extraordinary General Meeting, in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, 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 a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and 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 “Purchaser Shareholder Approval Matters”)SEC, and the adjournment of SEC shall not have initiated or threatened to initiate Litigation for that purpose; (C) the Extraordinary General MeetingUnderwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if necessary or desirable any) to purchase from TMI on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Meeting is scheduledUnderwriting Agreement, Purchaser has not received proxies representing a sufficient such 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 the Registration Statement, Purchaser, the Company and Pubco will file with the SEC financial and other information about the transactions contemplated TMI Common Stock covered by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement as, when multiplied by the price per share of TMI Common Stock to be paid by the Underwriter to TMI pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount; and 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 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 D) neither the Registration Statement, or in any amendments or supplements thereto, which information provided by Statement nor the Company Final Prospectus shall be true and correct and not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made, contained therein not materially misleading in the light of the circumstances under which they were those statements are made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (c) Purchaser, the Company and Pubco, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective, Purchaser and Pubco shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Company shall prepare and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Company’s Ordinary Shares and the Company Warrants to be issued under this Agreement to the holders of Purchaser Securities VSAC Common Stock and the Company Securities at Ordinary Shares issuable upon exercise or conversion of the Closing DateCompany Warrants outstanding prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser VSAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders VSAC stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) VSAC Special Meeting and providing the Public Shareholders an opportunity in accordance with PurchaserVSAC’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares VSAC Class A Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder VSAC Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders VSAC stockholders to vote, at a special meeting of VSAC stockholders to be called and held for such purpose (the Extraordinary General “VSAC Special Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, (i) the adoption and approval of a new equity incentive plan for Pubco in form this Agreement and substance reasonably acceptable to the CompanyTransactions, Pubco and Purchaser (ii) the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) approval of the aggregate number issuance of Pubco Common Stock issued VSAC Securities in the PIPE Investment, by VSAC stockholders in accordance with VSAC’s Organizational Documents, the Delaware Law and outstanding immediately after the Closingrules and regulations of the SEC and Nasdaq, and if applicable, (iii) the approval of the Restated VSAC Certificate, (iv) such other matters as the Company, Pubco Company and Purchaser 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 “Purchaser Shareholder VSAC Stockholder Approval Matters”), and (v) the adjournment of the Extraordinary General VSAC Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. 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 Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General MeetingVSAC. In connection with the Registration Statement, PurchaserStatement and the Merger, the Company shall (w) assist VSAC in obtaining Nasdaq approval of the Merger and Pubco will the change of control resulting from the Merger, (x) file any listing application necessary for the listing of the Company on Nasdaq as successor issuer to VSAC, (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the SEC financial effectiveness of the Company’s listing of its securities on Nasdaq, and other information about (z) provide VSAC with evidence reasonably requested by VSAC that the transactions contemplated Company qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act. (b) The Company undertakes to obtain the Required Company Shareholder Approval in the manner required by the Existing Articles and the Israeli Companies Law for (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement, including the PIPE Investment), in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Companies Act Existing Articles and the rules and Israeli Companies Law and, to the extent applicable, regulations of the SEC and Nasdaq Nasdaq, (ii) the approval of the Restated Company Articles and Form S-4the Recapitalization; (iii) the adoption and approval of the Equity Plan (as defined in Section 5.17 below), which will provide that the total awards under such Equity Plan when combined with awards under the Company Equity Plan will be a number of Company Ordinary Shares equal to the sum of (a) five percent (5%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, plus (b) such number of Company Ordinary Shares issuable pursuant to the Company Equity Plan after giving effect to the Recapitalization, (iv) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.16 hereof, (v) the issuance of Company Ordinary Shares and the assumption by the Company of the VSAC Warrants pursuant to this Agreement and the Assignment, Assumption and Amendment to Warrant Agreement, including (x) the Company Ordinary Shares issued in connection with the PIPE Investment, (y) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Company Ordinary Shares issuable upon exercise of the VSAC Warrants assumed by the Company and Continuing Company Options; and (vi) 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) through (vi), collectively, the “Company Shareholder Approval Matters”). Purchaser The Company shall solicit from the holders of all outstanding shares of the Company proxies or written consents in favor of the Company Shareholder Approval Matters, and Pubco to take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting Agreements. (c) VSAC and the Company shall cooperate and provide the Company other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Registration Statement shall provide Purchaser and Pubco with include such information concerning the Company Target Companies and its shareholderstheir equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in In connection with the Registration Statement and the Proxy Statement, the Company and VSAC will file with respect to Purchaser the SEC financial and Pubco shall be true other information about the Transactions in accordance with applicable Law and correct applicable proxy solicitation and not contain any untrue registration statement of a material fact or omit to state a material fact necessary in order to make rules, VSAC’s Organizational Documents, the statements madeIsraeli Companies Law, in light the Delaware Law and the rules and regulations of the circumstances under which they were made, not materially misleadingSEC and Nasdaq. (bd) Purchaser VSAC and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General VSAC Special Meeting and the Redemption. Each of Purchaser, Pubco VSAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Company and VSAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser VSAC and Pubco the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to VSAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and VSAC’s Organizational Documents. (ce) PurchaserVSAC and the Company, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco The Company shall promptly provide the Company VSAC with copies of any written comments, and shall inform the Company VSAC of any material oral comments, that Purchaser, Pubco the Company or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General VSAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company VSAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (df) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco VSAC (with the reasonable cooperation of the Company) shall distribute the Proxy Statement to PurchaserVSAC’s shareholders and, pursuant thereto, shall call the Extraordinary General VSAC Special Meeting in accordance with the Companies Act Delaware Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, VSAC shall solicit proxies from the VSAC stockholders to vote in favor of the VSAC Stockholder Approval Matters, as approved by the VSAC board of directors, which approval shall also be included in the Registration Statement. (eg) Purchaser If on the date for which the VSAC Special Meeting is scheduled, VSAC has not received proxies representing a sufficient number of shares to obtain the Required VSAC Shareholder Approval, whether or not a quorum is present, VSAC may make one or more successive postponements or adjournments of the VSAC Special Meeting. VSAC may also adjourn the VSAC Special Meeting to establish a quorum or if the VSAC stockholders have elected to redeem a number of shares of VSAC Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.2(e) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall VSAC adjourn the VSAC Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. Except as otherwise required by applicable Law, VSAC covenants that none of the VSAC board of directors (including any committee thereof) or VSAC shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions. (h) VSAC and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, PurchaserVSAC’s Organizational Documents Documents, the Existing Articles and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General VSAC Special Meeting and the Redemption. (i) The Company (with reasonable cooperation from VSAC) shall take such steps as are necessary for the listing of the Company Ordinary Shares and the Company Public Warrants on Nasdaq, as a successor issuer, and shall provide such information as is necessary to obtain Nasdaq approval of such listing.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Purchaser shall prepare prepare, with the reasonable assistance of the Company, on behalf of itself and on behalf of the Targets (upon Targets’ consent), and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateMerger Consideration, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of the Purchaser Ordinary Shares Common Stock redeemed (such rights to have their shares of the Purchaser Common Stock redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the Financing), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the Business CombinationSEC and Nasdaq, (ii) the Domesticationadoption of the Second Amended and Restated Certificate of Incorporation of Purchaser in connection with the Merger, (iii) the change of name of the Purchaser in connection with the Merger, (iv) adoption and approval of a new equity incentive plan for Pubco plan, in a form and substance reasonably acceptable to the Company, Pubco Company and Purchaser (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco shares of Purchaser Common Stock equal to twelve (a) ten percent (1210%) of the aggregate number of Pubco shares of Purchaser Common Stock issued and outstanding immediately after the ClosingClosing (giving effect to the Redemption), and plus (b) the number of shares of Purchaser Common Stock underlying the Converted Stock Options, (vi) such other matters as the Company, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (vii) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser and Pubco with such information concerning the Company and its shareholdersthe Targets and their prospective 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Purchaser and their respective its Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (c) Purchaser, the Company and Pubco, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and to be declared effective. disseminated to Purchaser stockholders, in each case as and Pubco shall provide to the Company with copies extent required by applicable Laws and subject to the terms and conditions of any written commentsthis Agreement and the Purchaser’s Organizational Documents; provided, and shall inform the Company of any oral commentshowever, that Purchaser, Pubco the Purchaser shall not amend or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective, Purchaser and Pubco shall distribute supplement the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness without prior written consent of the Registration StatementCompany, not to be unreasonably withheld, conditioned, or delayed. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateMerger Consideration, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, vote at a special meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the Business CombinationSEC and Nasdaq, (ii) the Domesticationadoption 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 for Pubco in the form and substance reasonably acceptable to be mutually agreed to by the Company, Pubco and Purchaser Parties (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco shares of Purchaser Common Stock equal to twelve (A) fifteen percent (1215%) of the aggregate number of Pubco Common Stock shares issued pursuant to the Merger and outstanding immediately after the Closingtransactions contemplated herein, and (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, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (vi) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser and Pubco with such information concerning the Target Company and its shareholderstheir 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Purchaserafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances. (c) Purchaser, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies Securities Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Closing. All filings mentioned in this Section shall be in a form reasonably acceptable to the Company.

The Registration Statement. (a) As promptly as practicable after the date hereof (but in any event within 45 days after the date hereof), SPAC and the Parties Company shall prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Securities shares of SPAC Common Stock to be issued under this Agreement to as the holders of Purchaser Merger Consideration Shares and (y) the SPAC Securities and Company Securities at deemed reissued in the Closing DateDomestication, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser SPAC shareholders for the matters to be acted upon at the extraordinary general meeting (the “SPAC Extraordinary General Meeting”) Meeting and providing the Public Shareholders an opportunity in accordance with PurchaserSPAC’s Organizational Documents and the IPO Prospectus to have their Purchaser SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser SPAC Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser SPAC shareholders to vote, at an extraordinary general meeting of SPAC shareholders to be called and held for such purpose (the “SPAC Extraordinary General Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated (i) as part of the Business Combination, the Domesticationan ordinary resolution, the adoption and approval of a new equity incentive plan for Pubco in form this Agreement and substance reasonably acceptable the transactions contemplated hereby or referred to herein, including the Merger and the Domestication, (ii) to the Companyextent required by Nasdaq, Pubco and Purchaser (SPAC’s Organizational Documents, the “Pubco Equity Plan”)Companies Act or the DGCL, which will provide that as an ordinary resolution, the total awards under such Pubco Equity Plan will be a number issuance of Pubco Common Stock equal to twelve any shares in connection with the Transaction Financing, including the approval of the issuance of more than twenty percent (1220%) of the aggregate number of Pubco Common Stock issued and outstanding SPAC Class A Ordinary Shares (or SPAC Common Stock after the Domestication), (iii) as a special resolution passed by the holders of the SPAC Class B Ordinary Shares entitled to vote thereon, the approval of the Domestication, including the adoption of the Domestication Organizational Documents, (iv) as a special resolution, the change of name of SPAC to “Teamshares Inc.” and the adoption and approval of the Amended SPAC Articles immediately after prior to Closing, (v) as an ordinary resolution, the adoption and approval of the Incentive Plan (as defined below), (vi) as a special resolution passed by the holders of the SPAC Class B Ordinary Shares entitled to vote thereon, the appointment of the members of the Post-Closing SPAC Board in accordance with Section 5.16 hereof, (vii) as an ordinary resolution, the approval of an amendment to the Insider Letter, effective upon the Closing, pursuant to which the Founder Shares will be released from transfer restrictions set forth therein on the earlier of (A) six months after the Closing Date, (B) the date upon which the VWAP of the SPAC Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing 150 days after the Closing Date and (C) the date upon which SPAC consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of SPAC Common Stock for cash, securities or other property (the “Insider Letter Amendment Proposal”), (viii) as an ordinary resolution (or if required by applicable Law or the SPAC Organizational Documents, as a special resolution), such other matters as the Company, Pubco Company and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger, the Domestication and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (viii), collectively, the “Purchaser SPAC Shareholder Approval Matters”), and (x) the adjournment of the SPAC Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaserthe chairman of the SPAC, including for the solicitation of proxies hereunder in order to get sufficient votes hereunder. If on the date for which the SPAC Extraordinary General Meeting is scheduled, Purchaser SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or or, with the consent of the SPAC Extraordinary General Meeting, adjournments of the SPAC Extraordinary General Meeting, subject to applicable Law and the SPAC Organizational Documents; provided that when the SPAC Extraordinary General Meeting is postponed or adjourned for thirty days or more, notice of the postponed or adjourned meeting shall be given as in the case of an original meeting. In connection with the Registration Statement, Purchaser, SPAC and the Company 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 PurchaserSPAC’s Organizational Documents, the Companies Act Act, the DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4(or, if applicable, NYSE). Purchaser and Pubco shall cooperate and provide Any filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be provided by SPAC to the Company (and its counsel) for review, and SPAC shall give due consideration to any comments of the Company. SPAC and the Company each will advise the other, promptly after they receive notice thereof, of any supplement or amendment filed with a reasonable opportunity respect to review and comment on the Registration Statement or the Proxy Statement, of the suspension of the qualification of the SPAC Common Stock to be issued in connection with this Agreement for offering or sale in any jurisdiction or of any request by the SEC for amendment of the Registration Statement or the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto. Each of SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect thereto and any amendment or supplement thereto prior to filing the same with the SECamendments filed in response thereto. The Company shall provide Purchaser and Pubco SPAC with such information concerning the Company Target Companies and its shareholderstheir respective 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser Each of SPAC and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Extraordinary General Meeting and the Closing Redemption. Each of Purchaser, Pubco SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoSPAC and, Purchaserafter the Closing, the SPAC Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to SPAC shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents. (c) PurchaserSPAC, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco SPAC or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Extraordinary General Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco SPAC shall distribute the Proxy Registration Statement to PurchaserSPAC’s shareholders and the Company Stockholders, and, pursuant thereto, shall call the SPAC Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, PurchaserSPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Extraordinary General Meeting and effecting the Closing Redemption, and shall use its reasonable efforts to (i) solicit from the SPAC shareholders proxies in favor of the Required SPAC Shareholder Approval prior to such SPAC Extraordinary General Meeting, and (ii) obtain the Required SPAC Shareholder Approval at such SPAC Extraordinary General Meeting.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties SPAC and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary Shares to be issued under this Agreement to the holders shareholders, rightholders and warrantholders of Purchaser Securities the Company and Company Securities at the Closing DateSPAC, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser SPAC shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Special Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents the SPAC Charter and the IPO Prospectus to have their Purchaser SPAC Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser SPAC Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser SPAC shareholders to vote, at an extraordinary general meeting of SPAC shareholders to be called and held for such purpose (the Extraordinary General “Special Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions contemplated as part (including, to the extent required, the issuance of the Business CombinationCompany Share Consideration), by the holders of SPAC Ordinary Shares in accordance with the SPAC Charter, the Domestication, Cayman Companies Act and the adoption rules 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 a number of Pubco Common Stock equal to twelve percent (12%) regulations of the aggregate number of Pubco Common Stock issued SEC and outstanding immediately after the ClosingNasdaq, and (B) such other matters as the Company, Pubco Company and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) and (B), collectively, the “Purchaser SPAC Shareholder Approval Matters”), and (C) the adjournment of the Extraordinary General Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 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 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 the Registration Statement, Purchaser, and as mutually agreed by the Company 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 Companies Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide 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 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleadingSPAC. (b) Purchaser Pubco, SPAC and Pubco the Company each shall take any use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all reasonable material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary actions required to consummate the Mergers, and (v) to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by SPAC or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of PurchaserSPAC and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither SPAC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that SPAC, Pubco and the Company shallis responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (c) Each of SPAC and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of SPAC, (iii) the time of the Special Shareholder Meeting of SPAC, and shall cause each of its Subsidiaries to(iv) the Second Merger Effective Time. If, make their respective directorsat any time prior to the Second Merger Effective Time, officers and employeesany event or circumstance relating to SPAC (with respect to SPAC), upon reasonable advance notice, available or relating to the Company, Pubco, Purchaser, and their respective Representatives in connection with the drafting of the public filings First Merger Sub or Second Merger Sub (with respect to the transactions contemplated Company), or their respective officers or directors, should be discovered by this Agreement, including SPAC or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, and responding in a timely manner to comments from SPAC or the SECCompany (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), SPAC and cause Pubco shall file with the SEC and disseminate to SPAC’s shareholders the Registration Statement, as so amended or supplemented, in each case as and to be filed with the SECextent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Charter. (cd) PurchaserSPAC, Pubco and the Company and Pubcoeach will advise the other, shall promptly respond to after they receive notice thereof, of any request by the SEC comments on for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall otherwise use their commercially reasonable efforts cooperate and mutually agree upon (such agreement not to cause the Registration Statement be unreasonably withheld, conditioned or delayed) any response to “clear” comments from of the SEC and be declared effectivewith respect to the Proxy Statement. Purchaser SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that PurchaserSPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Special Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser SPAC and Pubco shall distribute the Proxy Registration Statement to PurchaserSPAC’s shareholders and, pursuant thereto, SPAC shall call the Extraordinary General Special Shareholder Meeting in accordance with the SPAC Charter and the Cayman Companies Act as promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement. . SPAC, acting through its board of directors (eor a committee thereof), shall (i) Purchaser make SPAC Recommendation and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement include such SPAC Recommendation in the preparation, filing Proxy Statement and distribution (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the Registration Statementapproval of SPAC Shareholder Approval Matters, any solicitation and (iii) take all other action necessary or advisable to secure the approval of SPAC Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, SPAC has not received proxies thereunderand votes representing a sufficient number of shares to obtain the Required Shareholder Approval, the calling and holding whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Special Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of SPAC that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of SPAC Shareholder Approval Matters or otherwise take actions consistent with SPAC’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between SPAC and the RedemptionCompany. SPAC shall use its best efforts to obtain the approval of SPAC Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of SPAC Shareholder Approval Matters, and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders shareholders and warrantholders of Purchaser Securities the Company and Company Securities at the Closing DatePurchaser, which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Special Shareholder 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 Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit 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 “Special Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions contemplated as part (including, to the extent required, the issuance of the Business CombinationCompany Share Consideration and the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organizational Documents, the DomesticationCompanies Act and the rules and regulations of the SEC and Nasdaq, (B) the authorization and approval of the Second Plan of Merger and associated documents by way of special resolution pursuant to the Cayman Companies Act, (C) adoption of an amendment to the Purchaser Charter, effective immediately prior to the Closing, to remove the “Redemption Limitation” requirements set forth in Sections 49.2(b), 49.4 and 49.5 thereof in connection with the transactions contemplated by this Agreement, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.15 hereof, (E) to the extent required by the Federal Securities Laws, the Companies Act, 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 a number of Pubco Common Stock equal to twelve percent (12%) of the aggregate number of Amended Pubco Common Stock issued and outstanding immediately after the ClosingCharter, and (F) such other matters as the Company, Pubco Company 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 (F), collectively, the “Purchaser Shareholder Approval Matters”), and (G) the adjournment of the Extraordinary General Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Special Shareholder 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 Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide 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 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleadingNasdaq. (b) Pubco, the Purchaser and Pubco the Company each shall take any use their commercially reasonable efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all reasonable material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary actions required to consummate the Mergers, and (v) to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by the Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of the Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither the Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that the Purchaser, Pubco and the Company shallis responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. In the event that the SEC requires an opinion of counsel with respect to the U.S. federal income tax consequences of the Mergers to the holders of Purchaser Securities, Purchaser shall use commercially reasonable efforts to cause EGS (or such other counsel retained by Purchaser) to render such opinion. (c) Each of the Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Purchaser, (iii) the time of the Special Shareholder Meeting of the Purchaser, and shall cause each of its Subsidiaries to(iv) the Effective Time. If, make their respective directorsat any time prior to the Effective Time, officers and employeesany event or circumstance relating to the Purchaser (with respect to the Purchaser), upon reasonable advance notice, available or relating to the Company, Pubco, Purchaser, and their respective Representatives in connection with the drafting of the public filings First Merger Sub or Second Merger Sub (with respect to the transactions contemplated Company, Pubco, First Merger Sub, or Second Merger Sub, as applicable), or their respective officers or directors, should be discovered by this Agreement, including the Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, and responding in a timely manner to comments from the SECPurchaser or the Company (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and cause Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, in each case as and to be filed with the SECextent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (cd) Purchaser, Pubco and the Company and Pubcoeach will advise the other, shall promptly respond to after they receive notice thereof, of any request by the SEC comments on for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall otherwise use their commercially reasonable efforts cooperate and mutually agree upon (such agreement not to cause the Registration Statement be unreasonably withheld, conditioned or delayed) any response to “clear” comments from of the SEC and be declared effectivewith respect to the Proxy Statement. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Special Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders and, pursuant thereto, Purchaser shall call the Extraordinary General Special Shareholder Meeting in accordance with the Purchaser’s Organizational Documents and the Companies Act as promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement. . Purchaser, acting through its board of directors (eor a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Purchaser Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of the Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval Matters or otherwise take actions consistent with the Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between the Purchaser and Pubco the Company. The Purchaser shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in use its commercially reasonable efforts to obtain the preparation, filing and distribution approval of the Registration StatementPurchaser Shareholder Approval Matters, any solicitation of including by soliciting from its shareholders proxies thereunder, the calling and holding as promptly as possible in favor of the Extraordinary General Meeting Purchaser Shareholder Approval Matters, and shall take all other action necessary or advisable to secure the Redemptionrequired vote or consent of its shareholders.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities shares of Purchaser Class A Common Stock to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateMerger Consideration, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, (i) the adoption and approval of a new this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the issuance of the Merger Consideration pursuant to this Agreement (and, to the extent required, the issuance of any shares in connection with the PIPE Offering or any other financing which involves the issuance of Purchaser Common Stock), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) the adoption and approval of the Amended Purchaser Charter; (iii) adoption and approval of an equity incentive plan for Pubco in form and substance reasonably mutually acceptable to the Company, Pubco Company and the Purchaser (the “Pubco Equity Incentive Plan”), which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco shares of Purchaser Common Stock equal to twelve ten percent (1210%) of the aggregate number of Pubco shares of Purchaser Common Stock issued and outstanding immediately after the ClosingClosing (giving effect to the Recapitalization, the Redemption and the PIPE Offering); (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, such appointment to be effective on the Closing Date; (v) such other matters as the Company, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), ; and (vi) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption, and the Company shall assist in such efforts and shall provide such information concerning the Company, its financial statements and its management as is necessary for inclusion in the Registration Statement. Each of Purchaser, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the Company and Pubcoassistance of the Company, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies Act DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereofSigning Date, the Parties SPAC and Pubco shall prepare jointly prepare, and Pubco shall file with the SEC (at the sole cost and expense of SPAC with respect to any applicable SEC filing fees and/or registration fees, subject to Section 8.3) a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary Shares to be issued under this Agreement to the holders of Purchaser SPAC Securities and Company Securities at immediately prior to the Closing DateEffective Time, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser SPAC shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with PurchaserSPAC’s Organizational Documents and the IPO Prospectus to have their Purchaser SPAC Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser SPAC Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser SPAC shareholders to vote, at an extraordinary general meeting of SPAC shareholders to be called and held for such purpose (the Extraordinary General “SPAC Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions contemplated as part (including, to the extent required, the issuance of the Business CombinationMerger Shares and any securities in any Transaction Financing), by the Domesticationholders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, Cayman Islands Law and the rules and regulations of the SEC and NYSE, (B) the Mergers and the entry by SPAC into the SPAC Plan of Merger, (C) as a to the extent required by the Federal Securities Laws or the Laws of the Cayman Islands the adoption of the Amended Pubco Organizational Documents, (D) the adoption and approval of a new equity incentive plan for Pubco (the “Pubco Equity Plan”), which Pubco Equity Plan will (I) be in form and substance reasonably acceptable to the Company, Pubco and Purchaser SPAC, (the “Pubco Equity Plan”), which will II) provide that the total awards under such the Pubco Equity Plan will be a number of Pubco Common Stock Class A Ordinary Shares equal to twelve fifteen percent (1215%) (or such other percentage as agreed to by SPAC and the Company prior to the effectiveness of the Registration Statement) of the aggregate number of Pubco Common Stock issued and outstanding Fully-Diluted Shares immediately after the Closing, (III) contain an annual “evergreen” provision to increase to the size of the award pool under the Pubco Equity Plan on the first day of each calendar year by an amount equal to five percent (5%) (or such other percentage as agreed to by SPAC and the Company prior to the effectiveness of the Registration Statement) of the Pubco Fully-Diluted Shares on such day, (E) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 6.14 hereof, (F) such other matters as the Company, Pubco and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (F), collectively, the “Purchaser SPAC Shareholder Approval Matters”), and (G) the adjournment of the Extraordinary General SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of PurchaserSPAC. (b) SPAC, acting through the SPAC Board, shall (i) make the SPAC Recommendation and include the SPAC Recommendation in the Proxy Statement, (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the SPAC Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the SPAC Shareholder Approval Matters. If on Subject to Section 6.11(h), the date SPAC Board shall not change, withdraw, withhold, fail to make, qualify or modify, or publicly propose to change, withdraw, withhold, fail to make, qualify or modify, the SPAC Recommendation, and the SPAC Board Special Committee shall not recommend or publicly propose to recommend to the Board to do any of the foregoing (any of the foregoing, a “Modification in Recommendation”). Without the prior written consent of the Company, SPAC shall not be entitled to postpone or adjourn the SPAC Shareholder Meeting except: (i) to the extent required by applicable Law; (ii) to ensure that any supplement or amendment to the Proxy Statement that SPAC has determined in good faith is required by applicable Law is disclosed to SPAC shareholders with sufficient time prior to the SPAC Shareholder Meeting for SPAC shareholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the Extraordinary General SPAC Shareholder Meeting is scheduledscheduled (as set forth in the Proxy Statement or its supplement), Purchaser has not received there are insufficient SPAC Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Shareholder Meeting; or (iv) in order to solicit additional proxies representing a sufficient number of shares from SPAC shareholders required to obtain the Required SPAC Shareholder Approval; provided, whether that, in the event of a postponement or not a quorum is presentadjournment, Purchaser the SPAC Shareholder Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting. SPAC Shareholder Meeting in accordance with the terms of this Agreement; provided, further that, such postponement or adjournment cannot extend more than five (5) Business Days in the aggregate without the Company’s prior written consent. (c) In connection with the Registration Statement, Purchaser, the Company SPAC and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in PurchaserLaw, SPAC’s Organizational Documents, Pubco’s Organizational Documents, the Companies Act Laws of the Cayman Islands and the rules and regulations of the SEC and Nasdaq and Form S-4NYSE. Purchaser SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto thereto, and will obtain the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed), in any case, prior to filing the same with the SEC. The Company Entities shall provide Purchaser and Pubco SPAC with such reasonable information concerning the Company Entities and its shareholderstheir respective Subsidiaries and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (bd) Purchaser SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. Each of PurchaserSPAC, Pubco and the Company shall, and shall cause each of its their respective Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, other Parties and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such Party has become aware that such information is determined to have has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco shall amend or supplement the Registration Statement and cause Pubco shall (at the sole cost and expense of SPAC) file the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to SPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents; provided, that neither SPAC nor Pubco shall amend or supplement the Registration Statement without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed. (ce) Purchaser, the Company SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that PurchaserSPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such commentscomments and shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the other Parties and their counsel in connection therewith. (df) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser SPAC and Pubco shall distribute the Proxy Registration Statement to PurchaserSPAC’s shareholders and, pursuant thereto, SPAC shall call the Extraordinary General SPAC Shareholder Meeting in accordance with the Cayman Companies Act for a date as promptly as practicable, but in no event later than thirty (30) days following days, after the effectiveness of date that the Registration StatementStatement shall have become effective. (eg) Purchaser SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NasdaqNYSE, PurchaserSPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General SPAC Shareholder Meeting and the Closing Redemption. (h) Notwithstanding anything to the contrary contained in this Agreement, the SPAC Board may, at any time prior to, but not after, obtaining the Required Shareholder Approval, make a Modification in Recommendation in response to an Intervening Event (an “Intervening Event Change in Recommendation”) if the SPAC Board determines in good faith, based on the written advice of its outside legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the SPAC Board under the Cayman Companies Act and other applicable Law; provided that: (A) the Company shall have received written notice from SPAC of SPAC’s intention to make an Intervening Event Change in Recommendation at least ten (10) Business Days prior to the taking of such action by SPAC (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail (including the facts and circumstances providing the basis for the determination by the SPAC Board to effect such Intervening Event Change in Recommendation), (B) during the Intervening Event Notice Period and prior to making an Intervening Event Change in Recommendation, if requested by the Company, SPAC and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the SPAC Board in compliance with its fiduciary duties under the Cayman Companies Act and other applicable Law to proceed with the SPAC Recommendation and not make such Intervening Event Change in Recommendation, (C) the SPAC and its Representatives shall have provided to the Company and its Representatives all applicable information with respect to such Intervening Event reasonably requested by the Company to permit the Company to propose revisions to the terms of this Agreement and (D) if the Company requested negotiations in accordance with the foregoing sub-clause (B), the SPAC Board may make an Intervening Event Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the ten (10) Business Day period, offered in writing in a manner that would form a binding contract if accepted by SPAC (and the other applicable Parties), continues to determine in good faith, based on the written advice of outside counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the SPAC’s shareholders under the Cayman Companies Act and other applicable Law. An “Intervening Event” shall mean any event that (i) is material and adverse to the business, assets, Liabilities, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, (ii) was not known and was not reasonably foreseeable to the SPAC Board as of the Signing Date (or the consequences or magnitude of which were not reasonably foreseeable to the SPAC Board as of the Signing Date), which becomes known to the SPAC Board after the Signing Date and prior to the SPAC Shareholder Meeting, and (iii) does not relate to and excludes, whether alone or in combination, (A) any Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (B) the Transactions and/or this Agreement or any Ancillary Document (or any actions taken pursuant to this Agreement or any Ancillary Document, including obtaining all Consents required to be obtained from any Governmental Authority or any other Person), (C) any change in the price or trading volume of SPAC Class A Ordinary Shares, (D) any Action filed or threatened against SPAC or any member of the SPAC Board arising out of or related to the Transactions by any Person and (E) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Material Adverse Effect with respect to the Company has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iii), (iv), (vi) or (vii) of the definition thereof. Notwithstanding anything to the contrary contained in this Agreement, during an Intervening Event Notice Period, the obligations of SPAC and/or the SPAC Board to make filings with the SEC with respect to the proposals contemplated herein, to give notice for or to convene a meeting, or to make a recommendation, shall be tolled to the extent reasonably necessary until such time as SPAC has filed an update to the Registration Statement with the SEC (which SPAC shall file as promptly as practicable after the Intervening Event Change in Recommendation), and in the event a filing and/or notice for a meeting was made prior to the Intervening Event Notice Period, SPAC shall be permitted to adjourn such meeting and to amend such filing as necessary in order to provide sufficient time for the SPAC’s shareholders to consider any revised recommendation.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateMerger Consideration, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, vote at a special meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the Business CombinationSEC and Nasdaq, (ii) the Domesticationadoption 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 for Pubco in form and substance reasonably acceptable to the Company, Pubco and Purchaser Parties (the “Pubco Equity Incentive Plan”), and which will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco shares of Purchaser Common Stock equal to twelve (A) fifteen percent (1215%) of the aggregate number of Pubco shares of Purchaser Common Stock issued and outstanding immediately after the ClosingClosing (giving effect to the Redemption), and (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, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (vi) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Purchaserafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (c) SEC and to be disseminated to Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents; provided, however, that the Company and Pubco, Purchaser shall promptly respond to any SEC comments on not amend or supplement the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared effective. Purchaser and Pubco shall provide without prior consultation with the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a as is reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such commentscircumstances. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective, Purchaser and Pubco shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateMerger Consideration, 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 stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, (i) the adoption and approval of a new equity incentive plan for Pubco in form this Agreement and substance reasonably acceptable the transactions contemplated hereby or referred to herein, including the Merger (and, to the Companyextent required, Pubco the issuance of any shares in connection with the Equity Line of Credit and Purchaser (the “Pubco Equity Plan”Backstop Agreement), which will provide that by the total awards under such Pubco Equity Plan will be a number holders of Pubco shares of Purchaser Common Stock equal to twelve percent (12%) in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the aggregate number SEC and Nasdaq, (ii) the adoption and approval of Pubco Common Stock issued and outstanding immediately after the ClosingAmended Purchaser Charter, and (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, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Shareholder Stockholder Approval Matters”), and (v) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption. Each of Purchaser, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Purchaserafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (c) Purchaser, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies Act DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereofof this Agreement, the Parties Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement 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 Company Securities at prior to the Closing DateEffective 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 (the “Extraordinary General Meeting”) 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 be used to solicit 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 contemplated as part (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 Business CombinationSEC and Nasdaq (provided that the Merger and the Plan of Merger must be authorized by a special resolution), the Domestication(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 a number of Pubco Common Stock Ordinary Shares equal to twelve percent (12%) of the aggregate number of Pubco Common Stock 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 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 the Registration Statement, Purchaser, the Company 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 Companies Cayman Act and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its 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. The information included 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 Statement, except that any filing fees or similar fees with respect to SEC, regulatory or governmental approval shall be borne equally by Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleadingCompany. (b) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, the Seller Representative and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (c) SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents, provided that Purchaser shall not amend or supplement the Registration Statement without adequate notice to and prior consultation with the Company and Pubco, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such commentsSeller Representative. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective, Purchaser and Pubco shall distribute the Proxy Statement to Purchaser’s shareholders and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (e) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Parties Company and Pubco shall prepare jointly prepare, and Pubco shall file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Ordinary Shares and the Pubco Warrants to be issued under this Agreement to the holders of Purchaser Securities and Company Securities at prior to the Closing DateMerger 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 the Purchaser’s shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Special Shareholder Meeting and providing the Public Shareholders Purchaser’s 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 Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser the Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the Extraordinary General “Special Shareholder Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions contemplated as part by the Purchaser’s shareholders in accordance with Purchaser’s Organizational Documents, the BVI Act and the rules and regulations of the Business CombinationSEC and Nasdaq, the Domestication, 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 a number of Pubco Common Stock equal to twelve percent (12%B) of the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closing, and such other matters as the Company, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (B), collectively, the “Purchaser Shareholder Approval Matters”), and (C) the adjournment of the Extraordinary General Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Shareholder Approval Matters. If If, on the date for which the Extraordinary General Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder ApprovalApproval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Special Shareholder Meeting. In connection with the Registration Statement, Purchaser, the Company 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 Law, Purchaser’s Organizational Documents, the Companies BVI Act and the rules and regulations of the SEC and Nasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide 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 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleadingNasdaq. (bc) Purchaser Purchaser, the Company and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Purchaser, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser Purchaser, the Company and Pubco shall amend or supplement the Registration Statement and cause Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational Documents. (cd) Purchaser, the Company and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco shall distribute the Proxy Registration Statement to the Purchaser’s shareholders and, pursuant thereto, Purchaser shall call the Extraordinary General Special Shareholder Meeting in accordance with the Companies BVI Act for a date no later than thirty (30) days as soon as practicable following the effectiveness of the Registration Statement. (ef) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Special Shareholder Meeting and the Redemption.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Parties 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 Pubco Securities shares of Purchaser Class A Common Stock to be issued under this Agreement to Joining Sellers who first execute and deliver to the Purchaser, the Company and the Representative Parties Seller ▇▇▇▇▇▇▇▇ after the date on which the Registration Statement shall have become effective (other than as a transferee of a Signing Seller or another Joining Seller who was a Joining Seller on or prior to the date of effectiveness of the Registration Statement) and which Seller Joinders contain an acknowledgement by such holders of Purchaser Securities and Company Securities at Ordinary Shares that they have received the Closing DateRegistration Statement prospectus with respect to the transactions contemplated by this Agreement, which Registration Statement will also contain a proxy statement of the Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders stockholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Purchaser Special Meeting and providing the Public Shareholders Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Class A Common Stock redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Stockholder Approval Matters. . (b) Notwithstanding anything to the contrary contained in this Agreement, each of the Purchaser and the Company hereby agree that, without the prior written consent of the Purchaser and the Company, it will not accept or consent to a Seller Joinder executed by a holder of Company Ordinary Shares (other than a Company Insider) which is dated prior to the effective date of the Registration Statement or which does not contain an acknowledgement by such holder of Company Ordinary Shares that it has received the Registration Statement prospectus with respect to the transactions contemplated by this Agreement. (c) The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the Extraordinary General “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part hereby or referred to herein, including the Share Exchange (and, to the extent required, the issuance of any shares in connection with any Transaction Financing), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the Business Combination, SEC and NYSE; (ii) the Domestication, adoption and approval of the amended and restated Certificate of Incorporation of the Purchaser included in the Amended Purchaser Organizational Documents; (iii) adoption and approval of a new equity incentive plan for Pubco in a form to be mutually agreed by the Purchaser and substance reasonably acceptable to the Company, Pubco and Purchaser each acting reasonably (the “Pubco Equity Incentive Plan”), which Incentive Plan will provide that the total for awards under such Pubco Equity Plan will be for a number of Pubco shares of Purchaser Class A Common Stock equal to twelve ten percent (1210%) of the aggregate number of Pubco shares of Purchaser Class A Common Stock issued and outstanding immediately after the Closing, and Closing (giving effect to the Closing Redemption); (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 6.15 hereof; (v) such other matters as the Company, Pubco Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Share Exchange and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (v), collectively, the “Purchaser Shareholder Stockholder Approval Matters”); (vi) an amendment to the Purchaser’s Amended and Restated Certificate of Incorporation, effective immediately prior to the Closing, to remove the “Redemption Limitation” requirements set forth in Sections 9.2(a), 9.2(e) and 9.2(f) thereof in connection with the transactions contemplated by this Agreement (the “Redemption Limitation Amendment”), and (vii) the adjournment of the Extraordinary General Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser. . (d) If on the date for which the Extraordinary General Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Purchaser Special Meeting. In connection with the Registration Statement, Purchaser, the Company and Pubco 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 DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4NYSE or other applicable National Exchange. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company Target Companies and its shareholderstheir 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (be) Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption. Each of Purchaser, Pubco Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Purchaserafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents. (cf) Purchaser, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco Purchaser or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (dg) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, the Purchaser and Pubco shall distribute the Proxy Registration Statement to the Purchaser’s shareholders stockholders, and, pursuant thereto, shall call the Extraordinary General Purchaser Special Meeting in accordance with the Companies Act DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (eh) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NasdaqNYSE or other applicable National Exchange on which Purchaser Class A Common Stock will be listed, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Purchaser Special Meeting and the Closing Redemption. (i) If the Purchaser’s stockholders approve the Redemption Limitation Amendment at the Purchaser Special Meeting, then promptly after the Purchaser Special Meeting and prior to the Closing, the Purchaser shall amend the Purchaser’s Organizational Documents in accordance with the amendments contemplated by the Redemption Limitation Amendment.

The Registration Statement. (a) As promptly as practicable after The Parent shall prepare, with the assistance of the Company, and simultaneously with the execution of this Agreement (and on the date hereof), the Parties shall prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities Parent Common Shares to be issued under this Agreement to as the holders of Purchaser Securities and Company Securities at the Closing DateStock Consideration, 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 Parent stockholders for the matters to be acted upon at the extraordinary general meeting Special Meeting (the “Extraordinary General Meeting”as defined below) and providing the Public Shareholders Stockholders an opportunity in accordance with Purchaserthe Parent’s Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Parent Common Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Parent Stockholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders Parent stockholders to vote, at a special meeting of Parent stockholders to be called and held for such purpose (the Extraordinary General “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions transactions contemplated as part 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 Business CombinationSEC and Nasdaq, the Domestication, (ii) the adoption and approval of a new equity incentive plan for Pubco 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, Pubco (iii) the appointment and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) designation of the aggregate number classes of, the members of Pubco Common Stock issued and outstanding immediately after the ClosingPost-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, Pubco Company and Purchaser Parent shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “Purchaser Shareholder Parent Stockholder Approval Matters”), and (v) the adjournment of the Extraordinary General Special Meeting, if necessary or desirable in the reasonable determination of PurchaserParent. 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, the Exchange Act, the DGCL and Nasdaq rules. Prior to filing with the SEC, the Parent will make available to the Company drafts of the Registration Statement and any other related documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Registration Statement or such other related document and will provide the 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 the Company (such consent not to be unreasonably withheld, conditioned or delayed). (b) If on the date for which the Extraordinary General Special Meeting is scheduled, Purchaser Parent has not received proxies representing a sufficient number of shares to obtain the Required Shareholder ApprovalParent Stockholder Vote, whether or not a quorum is present, Purchaser Parent may make one or more successive postponements or adjournments of the Extraordinary General Special Meeting; provided, however, that the Special Meeting may not be postponed or adjourned to a date that is later than the Extension Date. In connection with the Registration Statement, Purchaser, the Company and Pubco Parent 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 the Parent Organizational Documents, the Companies Act DGCL and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser and Pubco Parent shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco Parent with such information concerning the Company Target Companies and its shareholderstheir 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 information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (bc) Purchaser and Pubco Parent shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Special Meeting and the Redemption. Each of Purchaser, Pubco Parent and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoParent and, Purchaserafter the Closing, the Parent Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco Parent shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to Parent stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Parent’s Organizational Documents. (cd) PurchaserParent, with the Company and Pubcoassistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco Parent shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco Parent or their respective its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (de) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser and Pubco Parent shall distribute the Proxy Registration Statement to PurchaserParent’s shareholders stockholders and the Company Securityholders and, pursuant thereto, shall call the Extraordinary General Special Meeting in accordance with the Companies Act DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. (ef) Purchaser and Pubco Parent shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, PurchaserParent’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Extraordinary General Special Meeting and the Redemption. (g) Within one (1) Business Day after the date of this Agreement, Merger Sub I shall deliver to the Company a copy of resolutions duly adopted by its stockholders by written consent approving and authorizing Merger Sub I’s execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby. Within one (1) Business Day after the date of this Agreement, Merger Sub II shall deliver to the Company a copy of resolutions duly adopted by the sole member of Merger Sub II by written consent approving and authorizing Merger Sub II’s execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby.

The Registration Statement. (ai) As promptly as practicable after the date hereof, Parent and the Parties Company shall prepare jointly prepare, and Parent shall file with the SEC SEC, (i) in preliminary form, a registration proxy statement on Form S-4 in connection with the transactions contemplated by this Agreement (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and Company Securities at the Closing Date, which Registration Statement will also contain a proxy statement of Purchaser (as amendedsupplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of Parent in advance of the an extraordinary general meeting of Parent shareholders, as adjourned (the “Parent Special Meeting”), for the purpose of, among other things, (A) providing the public shareholders of Parent an opportunity to redeem their Parent Class A Ordinary Share in accordance with Parent’s Organizational Documents and the Prospectus, and (B) soliciting proxies from Parent shareholders to vote at the Parent Special Meeting, as adjourned or postponed, on the Parent Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. (ii) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the extraordinary general meeting (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 redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall be used to solicit proxies from Purchaser Parent shareholders to vote, at the Extraordinary General Parent Special Meeting, in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions contemplated as part hereby or referred to herein, (ii) the adoption and approval of the Business Combinationamended and restated memorandum and articles of association of the Parent following the consummation of the Merger substantially in the form set forth in Exhibit C (the “Amended Parent Charter”), the Domestication, (iii) the adoption and approval of a new equity incentive plan for Pubco substantially in the form and substance reasonably acceptable to the Company, Pubco and Purchaser set forth in Exhibit D (the “Pubco 2021 Equity PlanIncentive Plan of Parent”), which will provide (iv) any other proposals that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal parties hereto agree are necessary or desirable to twelve percent (12%) of consummate the aggregate number of Pubco Common Stock issued and outstanding immediately after the Closingtransactions contemplated by this Agreement, and 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 “Purchaser Shareholder Approval Matters”), and v) the adjournment of the Extraordinary General Parent Special Meeting, if necessary or desirable in the reasonable determination of PurchaserParent (collectively, the “Parent Shareholder Approval Matters”). If on the date for which the Extraordinary General Parent Special Meeting is scheduled, Purchaser Parent has not received proxies representing a sufficient number of shares to obtain the Required Parent Shareholder ApprovalApproval (as defined below), whether or not a quorum is present, Purchaser Parent may make one or more successive postponements or adjournments of the Extraordinary General Parent Special Meeting. . (iii) In connection with the Registration Statement, PurchaserParent will file, with the Company and Pubco will file Company’s reasonable cooperation, 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 PurchaserParent’s Organizational DocumentsDocuments and applicable Laws of the British Virgin Islands, applicable Laws of the Companies Act Cayman Islands and the rules and regulations of the SEC and Nasdaq Nasdaq. Parent (and Form S-4. Purchaser its counsel) and Pubco shall cooperate and provide the Company (and its counsel) shall provide each other party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco Parent with such information concerning the Company Group and its shareholdersequity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, made not materially misleading. The If required by applicable SEC rules or regulations, such financial information included provided by the Company Group must be reviewed or audited by the Company Group’s auditors. Parent shall provide such information concerning Parent and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement with respect to Purchaser and Pubco Statement, or in any amendments or supplements thereto, which information provided by Parent shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, made not materially misleading. Parent will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby. (biv) Purchaser Each of Parent and Pubco the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting Statement and the RedemptionProxy Statement. Each of Purchaser, Pubco Parent and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, Pubco, Purchaser, Parent and their respective Representatives representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco Parent shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and Parent shall cause the Proxy Statement to be disseminated to Parent’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Parent’s Organizational Documents. (cv) Purchaser, Parent and the Company and Pubco, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser and Pubco Each Party shall provide the Company other Party with copies of any written comments, and shall inform the Company other Party of any material oral comments, that Purchaser, Pubco such Party or their respective Representatives its representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting Statement and the Redemption Proxy Statement promptly after the receipt of such comments and shall give the Company other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (dvi) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effectiveeffective by the SEC, Purchaser and Pubco Parent shall distribute the Proxy Statement to PurchaserParent’s shareholders shareholders, and, pursuant thereto, shall call the Extraordinary General Parent Special Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness applicable Laws of the Registration Statement. (e) Purchaser and Pubco British Virgin Islands as promptly as practicable. The Company shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution take necessary actions to enforce Section 1 of the Registration StatementLetter Agreement, any solicitation dated as of proxies thereunderJune 9, 2021, by and among the Company, the calling Sponsor and holding certain directors and officers of Parent, in order to obtain the Extraordinary General Meeting and the RedemptionRequired Parent Shareholder Approval.

The Registration Statement. (a) As Following the date of this Agreement, SPAC, Pubco and Newco shall prepare and, as promptly as practicable after the date hereofcompletion of Newco’s audited financial statements described in Section 8.4(a), the Parties shall prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of Pubco Securities Stock to be issued under this Agreement to the holders of Purchaser Securities SPAC Class A Ordinary Shares and Company Securities to the holders of Newco Interests at the Closing DateEffective Time, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser shareholders SPAC Shareholders for the matters to be acted upon at the extraordinary general meeting (the “Extraordinary General Meeting”) Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents the SPAC Memorandum and Articles and the IPO Prospectus to have their Purchaser SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser SPAC Shareholder Approval Matters. The Proxy Statement shall be used to solicit include proxy materials for the purpose of soliciting proxies from Purchaser shareholders SPAC Shareholders to vote, at a general meeting (whether annual or extraordinary) of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving this Agreement and the Transactions contemplated (i) as part of the Business Combination, the Domesticationan ordinary resolution, the adoption and approval of this Agreement and the Transactions as a new equity incentive plan for Pubco in form and substance reasonably acceptable to Business Combination, (ii) as a special resolution, the Company, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (12%) approval of the aggregate number SPAC Merger and authorization of Pubco Common Stock issued SPAC’s entry into the SPAC Plan of Merger, (iii) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and outstanding immediately after Articles, as a special resolution) the Closing, adoption and approval of such other matters as the CompanySeller, Newco, Pubco and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (iii), collectively, the “Purchaser SPAC Shareholder Approval Matters”), and (iv) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of PurchaserSPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, and the rules and regulations of the SEC and Nasdaq. If on the date for which the Extraordinary General Meeting is scheduled, Purchaser SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the Extraordinary General MeetingMeeting in accordance with Section 8.11(d). In connection with the Registration Statement, Purchaser, the Company SPAC and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documentsthe SPAC Memorandum and Articles, the Companies Cayman Act and the rules and regulations of the SEC and Nasdaq and Form S-4Nasdaq. Purchaser SPAC and Pubco shall cooperate and provide the Company Seller (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 Newco and the Seller shall provide Purchaser SPAC and Pubco with such information concerning Newco, the Company Seller and its their respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by Newco and the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco Seller shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) Purchaser SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of PurchaserSPAC, Pubco and the Company Newco shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the CompanyNewco, Pubco, PurchaserSPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SECSEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) Purchaser, the Company SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and be declared become effective. Purchaser SPAC and Pubco shall provide the Company Seller with copies of any written comments, and shall inform the Company Seller of any material oral comments, that PurchaserSPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company Seller and its Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Seller or its counsel in discussions with the SEC. (d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared becoming effective, Purchaser SPAC shall set a record date for the Extraordinary General Meeting and Pubco shall distribute the Proxy Registration Statement to Purchaser’s shareholders the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting in accordance with the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement. SPAC shall, through the SPAC Board, subject to Section 8.11(d)(ii), recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. (ei) Purchaser Subject to Section 8.11(d)(ii), the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (ii) Notwithstanding anything to the contrary contained in this Agreement, the SPAC Board may, at any time prior to, but not after, obtaining the Required Shareholder Approval, make a Modification in Recommendation in response to an Intervening Event (an “Intervening Event Change in Recommendation”) if the SPAC Board determines in good faith, based on the advice of its outside legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the SPAC Board under applicable Law; provided that: (A) Newco shall have received written notice from SPAC of SPAC’s intention to make an Intervening Event Change in Recommendation at least five (5) Business Days prior to the taking of such action by SPAC (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail (including the facts and Pubco circumstances providing the basis for the determination by the SPAC Board to effect such Intervening Event Change in Recommendation), (B) during the Intervening Event Notice Period and prior to making an Intervening Event Change in Recommendation, if requested by Newco, SPAC and its Representatives shall comply have negotiated in good faith with Newco and its Representatives regarding any revisions or adjustments proposed by Newco to the terms and conditions of this Agreement as would enable the SPAC Board to proceed with its recommendation of this Agreement and the Transactions and not make such Intervening Event Change in Recommendation, (C) the SPAC and its Representatives shall have provided to Newco and its Representatives all applicable Laws, any applicable rules and regulations information with respect to such Intervening Event reasonably requested by Newco to permit Newco to propose revisions to the terms of Nasdaq, Purchaser’s Organizational Documents and this Agreement and (D) if Newco requested negotiations in accordance with the preparationforegoing sub-clause (B), filing the SPAC Board may make an Intervening Event Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and distribution conditions of this Agreement that Newco shall have, prior to the expiration of the Registration Statementfive (5) Business Day period, offered in writing in a manner that would form a binding contract if accepted by SPAC (and the other applicable Parties), continues to determine in good faith, based on the advice of outside counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the SPAC Shareholders under applicable Law. An “Intervening Event” shall mean any solicitation material and negative event after the date of proxies thereunderthis Agreement that (i) was not known and was not reasonably foreseeable to the SPAC Board as of the date of this Agreement (or the consequences or magnitude of which were not reasonably foreseeable to the SPAC Board as of the date of this Agreement), which becomes known to the calling and holding of SPAC Board prior to the Extraordinary General Meeting Meeting, and (ii) does not relate to and excludes, whether alone or in combination, (A) any Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (B) the RedemptionTransactions and/or this Agreement or any Ancillary Document (or any actions taken pursuant to this Agreement or any Ancillary Document, including obtaining all Consents required to be obtained from any Governmental Authority or any other Person), (C) any change in the price or trading volume of SPAC Class A Ordinary Shares, (D) any Action filed or threatened against SPAC or any member of the SPAC Board arising out of or related to the Transactions by any Person and (E) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Material Adverse Effect with respect to Newco has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iii) and (iv) of the definition thereof. For the avoidance of doubt, an Intervening Event Change in Recommendation shall constitute a Modification in Recommendation.