Common use of The Registration Statement Clause in Contracts

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger 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’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants shares of Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, 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’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational 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 Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSE, Nasdaq; (Bii) the approval of the PIPE InvestmentDomestication; (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 in a form to be agreed between the Purchaser and the Company acting reasonably and in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (C10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the 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 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 (Ai) to through (Cvi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), ; and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser. 57If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, 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.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, SPAC and Pubco shall prepare with the assistance of the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement pursuant to the Mergers to the holders of Purchaser SPAC Securities and Companies Securities as of immediately prior to the Merger Effective 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 or votes from Purchaser’s shareholders SPAC Shareholders for the matters to be acted upon at the Special SPAC Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with PurchaserSPAC’s Organisational 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 Shareholder Approval MattersMatters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders SPAC Shareholders to vote, at an extraordinary a general meeting of Purchaser shareholders SPAC Shareholders to be called and held for such purpose (the “Special SPAC Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by Purchaser’s shareholders the holders of SPAC Ordinary Shares in accordance with PurchaserSPAC’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and the NYSE, (Bii) 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 PIPE Investmentissuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (Ciii) 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 for Pubco in a form to be mutually agreed by SPAC and the Company, 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 Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company 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 (Ai) to through (Cvi), collectively, the “Shareholder Approval Matters”), and (Dvii) the adjournment of the Special SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57SPAC.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, SPAC and Pubco shall prepare with the assistance of the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement pursuant to the Mergers to the holders of Purchaser SPAC Securities and Companies Securities as of immediately prior to the Merger Effective 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’s SPAC shareholders for the matters to be acted upon at the Special SPAC Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with PurchaserSPAC’s Organisational 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 Shareholder Approval MattersMatters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s SPAC shareholders to vote, at an extraordinary a general meeting of Purchaser SPAC shareholders to be called and held for such purpose (the “Special SPAC Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders the holders of SPAC Ordinary Shares in accordance with PurchaserSPAC’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (Bii) to the extent required by Nasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any SPAC Securities in connection with the Transaction Financing, including adoption and approval of the PIPE Investmentissuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (Ciii) 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 for Pubco in a form to be mutually agreed by SPAC and the Company, 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 Ordinary Shares equal to eight percent (8%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.15 hereof, (vi) such other matters as the Company 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 (Ai) to through (Cvi), collectively, the “Shareholder Approval Matters”), and (Dvii) the adjournment of the Special SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57SPAC.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, 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 Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders shareholders and warrantholders of Purchaser Securities prior to the Merger Effective TimeCompany and the Purchaser, 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 or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Share Consideration and the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the authorization and approval of the PIPE InvestmentSecond 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 of the Amended Pubco Charter, and (F) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CF), collectively, the “Purchaser Shareholder Approval Matters”), and (DG) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If on the date for which the 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 Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq.

The Registration Statement. (a) As promptly as practicable after the date hereofCompany Audited Financial Statements and, Purchaserif applicable, the Company Additional Financial Statements required to be included in the initial filing of the Registration Statement are delivered to the Purchaser (but no later than 15 days after such delivery), Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, 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 Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders shareholders and warrantholders of Purchaser Securities prior to the Merger Effective TimeCompany and Purchaser, 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 or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Merger Consideration and the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the authorization and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”), which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision, (C) the authorization and approval of the PIPE InvestmentSecond Merger, the Second Merger Documents and associated documents by way of special resolution pursuant to the Cayman Companies Act, (CD) adoption of an amendment to 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, (E) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.15 hereof, (F) to the extent required by the Federal Securities Laws, the BVI Act, the adoption of the Amended Pubco Charter, and (G) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CG), collectively, the “Purchaser Shareholder Approval Matters”), and (DH) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If on the date for which the 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 Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC, NYSE and Nasdaq.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco SPAC shall jointly prepare, with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary AB PubCo Common Shares and the Pubco Public Warrants (x) to be issued under this Agreement to as the holders of Purchaser Shareholder Amalgamation Consideration and (y) the replacement AB PubCo Securities prior to issued in the Merger Effective TimeSPAC Continuance, 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’s shareholders the SPAC Shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing Purchaser’s shareholders the SPAC Public Shareholders an opportunity in accordance with Purchaserthe SPAC’s Organisational Organizational Documents and the IPO Prospectus 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 SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders the SPAC Shareholders to vote, at an extraordinary general meeting of Purchaser shareholders the SPAC Shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the SPAC Continuance and the Amalgamation (and, to the extent required, the issuance of any shares in connection with the Debenture Financing), by Purchaser’s shareholders the SPAC Shareholders in accordance with Purchaserthe SPAC’s Organisational DocumentsOrganizational Documents and IPO Prospectus, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Companies Act DGCL and the Purchaser’s Organisational Documents) ABCA, as applicable, and the rules and regulations of the SEC and NYSEthe Stock Exchange, (Bii) the effecting of the SPAC Continuance, including the adoption of AB PubCo Organizational Documents, (iii) the adoption of the A&R AB PubCo Organizational Documents, (iv) the change of name of AB PubCo in connection with the Amalgamation, (v) the adoption and approval of a new equity incentive plan, in a form reasonably acceptable to the PIPE InvestmentCompany and the SPAC, and which will provide for awards for a number of AB PubCo Common Shares equal to ten percent (10%) of the aggregate number of AB PubCo Common Shares issued and outstanding immediately after the Closing (calculated after giving effect to the Redemption and assuming full exercise of the Converted Options), (Cvi) the release of fifty percent (50%) of the Founder Shares (as defined in the A&R Sponsor Agreement) from the lock-up restrictions applicable thereto, (vii) such other matters as the 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 (including any proposal to alter the authorized share capital of AB PubCo to match the authorized share capital of Amalco Sub) (the approvals described in foregoing clauses (Ai) to through (Cvii), collectively, the “SPAC Shareholder Approval Matters”), and (Dviii) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaserthe SPAC. 57If on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, the SPAC may make one or more successive postponements or adjournments of the SPAC Special Meeting. In connection with the Registration Statement, the SPAC 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 SPAC’s Organizational Documents, the Securities Act, the DGCL and the ABCA, as applicable, and the rules and regulations of the SEC and the Stock Exchange. The SPAC and the Company and their respective counsel shall cooperate and provide 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 in good faith shall be considered. The Company and the SPAC shall each provide the other with such information concerning the Company, the SPAC and 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 and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, PurchaserSPAC, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares (including the Deferred Shares) and the Pubco Public Warrants Warrants, as applicable, to be issued under this Agreement to the holders of Purchaser Securities prior to Legacy SPAC Holders, including the Merger Effective TimeSubscribers, and the Legacy SPV Holders, 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 Purchaserthe SPAC’s shareholders stockholders for the matters to be acted upon at the Special Shareholder Stockholder Meeting and providing Purchaserthe SPAC’s shareholders stockholders an opportunity in accordance with PurchaserSPAC’s Organisational Governing Documents and the IPO Prospectus to have their Purchaser Ordinary Shares SPAC Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaserthe SPAC’s shareholders stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders SPAC stockholders to be called and held for such purpose (the “Special Shareholder Stockholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaserthe SPAC’s shareholders stockholders in accordance with PurchaserSPAC’s Organisational Governing Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENASDAQ, (B) the approval of the PIPE Investment, (C) such other matters as the 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) to (CB), collectively, the “Shareholder Stockholder Approval Matters”), ) and (DC) the adjournment of the Special Shareholder Stockholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57SPAC.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company SPAC and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders shareholders, rightholders and warrantholders of Purchaser Securities prior to the Merger Effective TimeCompany and SPAC, 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 or votes from Purchaser’s SPAC shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational 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 SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s SPAC shareholders to vote, at an extraordinary general meeting of Purchaser SPAC shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Share Consideration), by Purchaser’s shareholders the holders of SPAC Ordinary Shares in accordance with Purchaser’s Organisational Documentsthe SPAC Charter, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the approval of the PIPE Investment, (C) such other matters as the 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) to and (CB), collectively, the “SPAC Shareholder Approval Matters”), and (DC) the adjournment of the Special Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of Purchaser. 57Company and SPAC.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 all or a portion (as agreed by the Pubco Ordinary Shares Company and Purchaser in good faith) of the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, 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’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational 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 include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Conversion (and, to the extent required, the issuance of any shares in connection with the PIPE Investment or the Company Equity Financing), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under BVI Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (ii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) adoption and approval of (A) a new equity incentive plan in substantially the form attached as Exhibit I hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including those for the Assumed Options) equal to five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption) and (B) the approval assumption of the PIPE InvestmentCompany Equity Plan by Purchaser as a new equity incentive plan of Purchaser for the Assumed Options (which will include the number of shares of Purchaser Common Stock that are subject to the Assumed Options), (Cv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.18 hereof, (vi) such other matters as the 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 (Ai) to through (Cvi), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the BVI Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, 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’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Purchaser Extraordinary General Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational 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 include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Purchaser Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Reincorporation, by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Islands Companies Act and Law, the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the effecting of the Reincorporation, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentAmended Organizational Documents, (Civ) the adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvii) the adjournment of the Special Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If 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 will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Target Companies must be reviewed or audited by the Target Companies’ auditors. 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, or in any amendments or supplements thereto, to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, 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 Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders shareholders of Purchaser Securities prior to the Merger Effective TimeCompany and Purchaser, 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 or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting (as defined below) and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, without limitation, the Second Merger and, to the extent required, the issuance of the Company Merger Consideration), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the approval and authorization of the PIPE InvestmentSecond Merger Plan of Merger, (C) the adoption and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”), which will be substantially in the form set out in Exhibit G attached hereto and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to seven percent (7%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.14 hereof, (E) to the extent required by the Federal Securities Laws, the Cayman Companies Act, the adoption of the Amended Pubco Charter, and (F) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CF), collectively, the “Purchaser Shareholder Approval Matters”), and (DG) the adjournment of the Special Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of Company and Purchaser. 57.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, 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’s shareholders Purchaser stockholders for the matters to be acted upon at the Special Shareholder Purchaser Extraordinary General Meeting (defined below) and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational 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 include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Special Shareholder Purchaser Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under Law, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC 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 (the “Incentive Plan”), in a form to reasonably agreed by the Purchaser and the Company during the Interim Period, which will provide for awards for a number of shares of Purchaser Common Stock equal to (A) 15% 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) 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 PIPE Investmentapplicable 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, (Cvi) 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 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 (Ai) to through (Cvii), collectively, the “Purchaser Shareholder Approval Matters”), and (Dix) the adjournment of the Special Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If 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 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 Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants shares of Purchaser Common Stock to be issued under this Agreement to as Merger Consideration and (y) the holders of Purchaser Securities prior to deemed reissued in the Merger Effective TimeDomestication, 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’s Purchaser shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at an extraordinary a general meeting of the Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions (the “Purchaser Board Recommendation”) approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication, (ii) to the extent required by Nasdaq, the Purchaser’s shareholders in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under or the Cayman Companies Act and DCGL, the Purchaser’s Organisational Documents) and the rules and regulations issuance of the SEC and NYSE, (B) the approval of any shares in connection with the PIPE Investment, including adoption and approval of the issuance of more than twenty percent (C20%) of the outstanding Purchaser Class A Ordinary Shares (or Purchaser Common Stock after the Domestication), (iii) the effecting of the Domestication, including the adoption of the Domestication Organizational Documents, (iv) the adoption and approval of the Amended Purchaser Organizational Documents, (v) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit I hereto (with such changes that may be agreed in writing by the Purchaser and the Company (such agreement not to be unreasonably withheld, conditioned or delayed by either the Purchaser or the Company, as applicable)) (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (for the avoidance of doubt, after giving effect to the Closing Redemption), (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement or in correspondence related thereto, (vii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (viii) such other matters as the 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 (Ai) to through (Cviii), collectively, the “Purchaser Shareholder Approval Matters”), and (Dix) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser, including for the solicitation of proxies hereunder in order to get sufficient votes hereunder. 57The Purchaser shall include the Purchaser Board Recommendation in the Registration Statement and the Proxy Statement, subject to Section 5.12(c). If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Cayman Islands Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Any filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be provided by the Purchaser to the Company (and its counsel) for review, and the Purchaser shall give due consideration to any comments of the Company. The Purchaser and the Company each will advise the other, promptly after they receive notice thereof, of any supplement or amendment filed with respect to the Registration Statement or the Proxy Statement, of the suspension of the qualification of the Purchaser 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 the Purchaser 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 amendments filed in response thereto. The Company shall provide the Purchaser with such information concerning the Target Companies and their 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. Each of the Company and the Purchaser shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Representatives and supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will, at the time the Registration Statement or the Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. 50

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, 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 Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders shareholders, rightholders and warrantholders of Purchaser Securities prior to the Merger Effective TimeCompany and the Purchaser, 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 or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Share Consideration), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies BVI Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the adoption and approval of a new equity incentive plan of Pubco (the PIPE Investment“Equity Incentive Plan”), which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision, (C) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.14 hereof, (D) to the extent required by the Federal Securities Laws, the BVI Act, the adoption of the Amended Pubco Charter, and (E) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Purchaser Shareholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of Company and Purchaser. 5747

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Sellers and the Operating Companies, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior and the Sellers pursuant to the Merger Effective Timethis Agreement, 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’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational 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 Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Pubco Organizational Documents, (Ciii) adoption and approval of a new equity incentive plan for Pubco in a form to be approved by the Seller Representative and the Purchaser Representative (the “Incentive Plan”), which will provide for awards for a number of shares of Pubco Common Stock, (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, and (v) such other matters as the Company 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 (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the DGCL, the Federal Securities Laws and the rules and regulations of the SEC and Nasdaq. Purchaser and Pubco shall cooperate and provide the 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 Seller Representative shall promptly provide Purchaser and Pubco with such information concerning the Target Companies and their members, officers, managers, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the 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.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco Holdco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares required shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Timewarrants, 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’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational 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 Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, law, and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Ciii) such other matters as the 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 (Ai) to through (Ciii), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Div) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, law, and the rules and regulations of the SEC and Nasdaq. Purchaser 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 with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the 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 Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco Holdco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares required shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Timewarrants, 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’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational 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 Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, law, and the rules and regulations of the SEC and NYSE, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Civ) such other matters as the 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 (Ai) to through (Civ), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, law, and the rules and regulations of the SEC and NYSE. Purchaser 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 with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the 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 Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger 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’s shareholders Purchaser stockholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaser’s Organisational 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 Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Delaware Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, and (B) the approval of the PIPE Investment, (C) such other matters as the Company 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) to and (CB), collectively, the “Shareholder Stockholder Approval Matters”), and (DC) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain (i) a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting (defined below) and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational 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 MattersMatters and (ii) a proxy statement or consent solicitation statement for the purpose of soliciting proxies or consents from Company stockholders for the matters to be acted upon at the Company Special Meeting (defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication (and, to the extent required, the issuance of any shares in connection with any Financing Agreement, the Ananda Trust Investment or any other transaction contemplated hereby), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under Law, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the effecting of the Domestication, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentAmended Organizational Documents, (Civ) the adoption and approval of a new equity incentive plan (the “Incentive Plan”), in a form to reasonably agreed upon by the Purchaser and the Company during the Interim Period, which will provide for awards for a number of shares of Purchaser Common Stock equal to (A) 12% of the aggregate number of shares of Purchaser Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption), on a fully-diluted basis, such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2023 and continuing until (and including) January 1, 2032, with such annual increase equal to 3%, (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.19 hereof, (vi) any other proposals as the SEC (or any staff-member thereof may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, and (vii) such other matters as the 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 (Ai) to through (Cvii), collectively, the “Purchaser Shareholder Approval Matters”), and (Dviii) the adjournment of the Purchaser Special Shareholder Meeting, Meeting if necessary or desirable in the reasonable determination of Purchaser and the Company. The Purchaser Board shall not withdraw, amend, qualify or modify its recommendation that the Purchaser Shareholders approve the Purchaser Shareholder Approval matters. If on the date for which the Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting after reasonable consultation with and approved by the Company. In connection with the Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Act, the DGCL and the rules and regulations of the SEC and Nasdaq. 57Purchaser 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 in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco the Company shall file (with SPAC’s assistance) with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Company’s Ordinary Shares and the Pubco Public Company Warrants (and Company Ordinary Shares underlying the Company Warrants) to be issued under this Agreement to the holders of Purchaser Securities SPAC Shares and the Company Ordinary Shares issuable upon exercise or conversion of the SPAC Warrants outstanding prior to the Merger Effective 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’s SPAC shareholders for the matters to be acted upon at the Special Shareholder Extraordinary General Meeting and providing Purchaserthe SPAC’s shareholders an opportunity in accordance with Purchaser’s Organisational SPAC Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares SPAC Class A ordinary shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s SPAC shareholders to vote, at an extraordinary general meeting of Purchaser SPAC shareholders to be called and held for such purpose (the “Special Shareholder Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational DocumentsTransactions, (ii) to the extent required, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations issuance of the SEC and NYSEany PIPE Shares, (Biii) the approval of the PIPE InvestmentSurviving Company Memorandum and Articles of Association, and (Civ) such other matters as the 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 (Ai) to through (Civ), collectively, the “SPAC Shareholder Approval Matters”), and (Dv) the adjournment of the Special Shareholder Extraordinary General Meeting, if necessary or desirable in the reasonable determination of PurchaserSPAC. 57In connection with the Registration Statement and the Merger, the Company shall (x) assist SPAC in obtaining NASDAQ approval of the Merger and the change of control resulting from the Merger, (y) file any listing application necessary for the listing of the Company on NASDAQ as successor issuer to SPAC, and (z) 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 effectiveness of the Company’s listing of its securities on NASDAQ.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, 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’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Purchaser Extraordinary General Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational 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 include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Purchaser Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Reincorporation (and, to the extent required, the issuance of any shares in connection with the Transaction Financing), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Islands Companies Act and Law, the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the effecting of the Reincorporation, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentAmended Organizational Documents, (Civ) the adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvii) the adjournment of the Special Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If 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 will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Target Companies must be reviewed or audited by the Target Companies’ auditors. 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, or in any amendments or supplements thereto, to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after delivery of the date hereof, PurchaserAudited Company Financials, the SPAC and the Company and Pubco shall jointly prepare, prepare and Pubco the Company shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Company Securities to be issued under this Agreement to the holders of Purchaser SPAC Securities prior pursuant to the Merger Effective TimeMerger, which Registration Statement will also contain a proxy statement of Purchaser the SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders SPAC stockholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaserthe SPAC’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares SPAC Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder SPAC Stockholder Approval Matters. Any SEC filing fee or printer expenses related to the Registration Statement shall be borne 50% by the Company and 50% by the SPAC. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders SPAC stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders SPAC stockholders to be called and held held, no later than thirty (30) days after Registration Statement has become effective for such purpose (the “SPAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of SPAC Common Stock in accordance with Purchaserthe SPAC’s Organisational DocumentsOrganizational Documents and IPO Prospectus, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Nasdaq (the approvals described in the foregoing clauses (A) to (C), collectivelyclause, the “Shareholder SPAC Stockholder Approval Matters”) and (ii) any other proposals that are required for the consummation of the transactions contemplated by this Agreement that are submitted to, and require the vote of, the Public Stockholders in the Registration Statement and agreed to by the SPAC and the Company. The board of directors of the SPAC shall not withdraw, amend, qualify or modify its unanimous recommendation to the Public Stockholders that they vote in favor of the SPAC Stockholder Approval Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the Public Stockholders described in the Recitals hereto, a “Modification in Recommendation”). The SPAC’s obligations to establish a record date for, duly call, give notice of, convene and hold the SPAC Special Meeting shall not be affected by any Modification in Recommendation. If, and only if, on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Stockholder Approval, whether or not a quorum is present, the SPAC may make one or more successive postponements or adjournments of the SPAC Special Meeting; provided that the SPAC Special Meeting (x) is not postponed or adjourned to a date that is more than fifteen (15) days after the date for which the SPAC Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to the Outside Date. In connection with the Registration Statement, the SPAC and the Company 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 SPAC’s Organizational Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. The SPAC and the Company 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. The SPAC shall consider any such comments timely made in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith. The SPAC 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 the SPAC with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and (D) the adjournment of the Special Shareholder Meeting, if necessary operations that may be required or desirable appropriate for inclusion in the reasonable determination of Purchaser. 57Registration Statement, or in any amendments or supplements thereto.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the assistance, cooperation and best efforts of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior and the Sellers pursuant to the Merger Effective TimeMergers, 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’s shareholders Purchaser Shareholders for the matters to be acted upon at the Special Shareholder Purchaser Extraordinary General Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational the Purchaser 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 include proxy materials for the purpose of soliciting proxies from PurchaserPurchaser shareholder’s shareholders to vote, at an extraordinary general meeting of Purchaser Purchaser’s shareholders to be called and held for such purpose (the “Special Shareholder Purchaser Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers and the Conversion, by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Act, DGCL and the rules and regulations of the SEC and NYSE, (Bii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentConversion Organizational Documents, (Civ) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 5.16 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvi) the adjournment of the Special Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57If 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 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 Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. 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 Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of Purchaser with respect to any applicable SEC filing fees and/or registration fees) file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger 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’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies BVI Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) to the approval extent required by the Federal Securities Laws, the BVI Act, the adoption of the PIPE InvestmentAmended Pubco Charter, (C) the adoption and approval of a new equity incentive plan of Pubco, which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) such other matters as the Company 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) to through (CE), collectively, the “Shareholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Cayman 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’s shareholders Purchaser Shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Purchaser Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder Purchaser Shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser Shareholders to vote, at an extraordinary general meeting of the Purchaser shareholders Shareholders to be called and held for such purpose (such meeting, together with an adjourned meeting, the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger 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 the Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by the Purchaser’s shareholders in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57.

The Registration Statement. (a) As promptly as practicable after the date hereof, the Purchaser, Pubco and the Company shall prepare and Pubco shall jointly preparemutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed), and Pubco shall file with the SEC, a registration statement on Form F-4 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 Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior and the Company Holders pursuant to the Merger Effective TimeMergers, which Registration Statement will shall also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from the Purchaser’s shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational 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 include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser the Purchaser’s shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated 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 Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Pubco Organizational Documents, (Ciii) the adoption and approval of a new equity incentive plan for Pubco, in form and substance to be mutually agreed by the Purchaser and the Company prior to the effectiveness of the Registration Statement, and which shall provide for awards for a number of shares of Pubco Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (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 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 (Ai) to through (Cv), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser. 57The 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 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 Purchaser Special Meeting. In connection with the Registration Statement, the Purchaser and Pubco 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, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement 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 with such information concerning the Company 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. 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 supplied by the Purchaser, the Merger Subs or the Sponsor for inclusion or incorporation by reference in the Registration Statement or any SEC filings of the Purchaser or the Proxy Statement provided to the Purchaser’s shareholders. 45

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, Purchaser and Holdco shall prepare with the Company and Pubco shall jointly preparereasonable assistance of the Company, and Pubco shall file with the SEC, a registration statement on Form F-4 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 (i) the Pubco Holdco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities and the Holdco Warrants to be assumed by Holdco and automatically adjusted in favor of the holders of Purchaser Warrants and (ii) the Holdco Ordinary Shares to be issued under this Agreement to the holders of Company Shares prior to the First Merger 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’s shareholders Purchaser Shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Purchaser Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder Purchaser Shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser Shareholders to vote, at an extraordinary general meeting of the Purchaser shareholders Shareholders to be called and held for such purpose (such meeting, together with an adjourned meeting, the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57.

The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger 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 the Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by the Purchaser’s shareholders in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies BVI Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (CB), collectively, the “Shareholder Approval Matters”), and (DC) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. 57.