Common use of Business Combination Clause in Contracts

Business Combination. (i) On the Closing Date, following the adoption of the Amended and Restated Acquiror Certificate of Incorporation and the consummation of the PIPE Investment, the Parties shall consummate the following transactions: (A) the Company shall issue to Acquiror a number of Company Common Units equal to the Aggregate Company Common Units minus the Continuing Company Common Units minus the Class A-1 Preferred Return Shares in exchange for (1) the delivery by Acquiror to the Company, via wire transfer of immediately available funds, an amount in cash equal to the Aggregate Cash Raised and (2) a number of shares of Acquiror Class B Common Stock and/or Acquiror Class B Warrants (in each case, as determined pursuant to Section 2.01(d)(i)(D)) (as determined with respect to each holder, the “Acquiror Class B Equity Consideration”, and the aggregate sum of all such amounts, the “Aggregate Acquiror Class B Equity Consideration”) where the sum of (x) the shares of Acquiror Class B Common Stock represented in the Aggregate Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in the Aggregate Acquiror Class B Equity Consideration equals the number of Continuing Company Common Units and Class A-1 Preferred Return Shares; (B) immediately following the consummation of the transactions set forth in clause (A), the Company shall be managed by a board of managers that consists of five (5) members and is constituted as follows: (i) three (3) nominees to be determined by the Acquiror, and (ii) two (2) nominees to be determined by the holders of at least a majority of the outstanding Company Common Units; (C) immediately following the consummation of the transactions set forth in clause (B), the Company shall distribute: (1) to each holder of Company Units, the applicable Acquiror Class B Equity Consideration where the sum of (x) the shares of Acquiror Class B Common Stock represented in such Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in such Aggregate Acquiror Class B Equity Consideration equals the number of Company Common Units held by such holder; and (2) to each holder of the Company Class A Units and Company Class A-1 Units, an amount in cash equal to the aggregate Preferred Return attributable to the Company Class A Units and Company Class A-1 Units held by such holder that is accrued and unpaid immediately prior to the Closing, less the aggregate amount of the Historical Tax Distributions, if any, made in respect of such Company Class A Units and Company Class A-1 Units prior to the Closing; provided that the holder of the Company Class A-1 Units may elect, with the Company’s consent, to receive in lieu of cash for any portion of the Preferred Return attributable the Company Class A-1 Units a number of Company Common Units equal to the Class A-1 Preferred Return Shares. (D) Each holder of Company Units is entitled to receive a number of shares of Acquiror Class B Common Stock equal to the number of Company Common Units held by such holder, or may make an election to receive, in lieu of any number of shares of Acquiror Class B Common Stock to which the holder would otherwise be entitled, an Acquiror Class B Warrant for such number of shares of Acquiror Class B Common Stock, by submitting an election (an “Election”) in accordance with the following procedures: (1) A holder of Company Units may make an Election in accordance provisions of this Section 2.01(d)(i)(D) by specifying the number of shares of Acquiror Class B Common Stock with respect to which such holder elects to receive an Acquiror Class B Warrant in lieu of shares of Acquiror Class B Common Stock. (2) The Company and Acquiror shall prepare a form, including appropriate and customary transmittal materials (the “Form of Election”), so as to permit holders of Company Units to exercise their right to make an Election. (3) The Company and Acquiror (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated date of the Election Deadline (as defined below) to holders of Company Units as of the Business Day prior to such mailing date (such record date, the “Election Record Date”), and (ii) following such mailing date, shall use commercially reasonable efforts to make the Form of Election available to all persons who become holders of record Company Units during the period between the Election Record Date and the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (4) Any Election shall have been made properly only if the Company or an election agent designated by the Company and reasonably acceptable to Acquiror (the “Agent”) shall have received, during the Election Period, the Form of Election, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company or the Agent. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. (New York City time) on the date that is the fifth Business Day preceding the date for which the Special Meeting is scheduled.

Business Combination. (i) On The Company may consummate the Closing Date, following the adoption initial Business Combination and conduct redemptions of Class A Ordinary Shares and Warrants for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Amended Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and Restated Acquiror Certificate other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of Incorporation and the Company with the opportunity prior to the consummation of the PIPE Investment, initial Business Combination to redeem the Parties shall consummate the following transactions: (A) the Company shall issue to Acquiror a number of Company Common Units equal to the Aggregate Company Common Units minus the Continuing Company Common Units minus the Class A-1 Preferred Return Public Shares in exchange held by such Public Shareholder for (1) the delivery by Acquiror to the Company, via wire transfer of immediately available funds, an amount in cash equal to (A) the Aggregate Cash Raised and aggregate amount then on deposit in the Trust Account, calculated as of two (2) a number of shares of Acquiror Class B Common Stock and/or Acquiror Class B Warrants (in each case, as determined pursuant business days prior to Section 2.01(d)(i)(D)) (as determined with respect to each holder, the “Acquiror Class B Equity Consideration”, and the aggregate sum of all such amounts, the “Aggregate Acquiror Class B Equity Consideration”) where the sum of (x) the shares of Acquiror Class B Common Stock represented in the Aggregate Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in the Aggregate Acquiror Class B Equity Consideration equals the number of Continuing Company Common Units and Class A-1 Preferred Return Shares; (B) immediately following the consummation of the transactions set forth initial Business Combination, including interest (which interest shall be net of taxes payable), divided by (B) the total number of Class A Ordinary Shares sold as part of the Public Units in clause the Offering (A)the “Public Shares”) then outstanding; if, however, the Company shall be managed elects not to file such tender offer documents, a shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a board shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, ION Co-Investment and each of managers that consists the Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of five their respective Founder Shares, Class A Ordinary Shares underlying the Private Placement Warrants and any other Class A Ordinary Shares purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (5the “Redemption Price”) members and is constituted equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as follows: (i) three (3) nominees to be determined by the Acquiror, and (ii) of two (2) nominees business days prior to the consummation of the initial Business Combination, including interest (which interest shall be determined net of taxes payable), divided by (II) the holders total number of at least Public Shares then outstanding; if the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly-held shareholder meeting are voted to approve such Business Combination; if, after seeking and receiving such shareholder approval, the Company Common Units; elects to so proceed, it will redeem the Class A Ordinary Shares, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; provided that only Public Shareholders holding Class A Ordinary Shares who properly exercise their redemption rights (C) immediately following and do not properly withdraw such exercise), in accordance with the consummation applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of share capital of the transactions set forth Company in clause connection therewith; in the event that the Company does not effect a Business Combination by twenty-four (B24) months from the Initial Closing Date (or such later date as has been approved pursuant to a valid amendment to the Amended and Restated Memorandum and Articles of Association), the Company shall distribute: will (1i) to each holder cease all operations except for the purpose of Company Unitswinding up, the applicable Acquiror Class B Equity Consideration where the sum of (xii) the shares of Acquiror Class B Common Stock represented in such Acquiror Class B Equity Consideration and as promptly as reasonably possible but not more than ten (y10) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in such Aggregate Acquiror Class B Equity Consideration equals the number of Company Common Units held by such holder; and (2) to each holder business days thereafter, redeem 100% of the Company Class A Units and Company Class A-1 UnitsPublic Shares, an amount at a per-share price, payable in cash cash, equal to the aggregate Preferred Return attributable amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the Company Class A Units and Company Class A-1 Units held by such holder that is accrued and unpaid immediately prior number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to the Closing, less the aggregate amount of the Historical Tax Distributionsreceive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, made in respect of such Company Class A Units and Company Class A-1 Units prior subject to the Closing; provided that the holder approval of the Company Class A-1 Units may elect, with the Company’s consentremaining shareholders and the Company’s board of directors, to receive dissolve and liquidate, subject in lieu of cash for any portion of the Preferred Return attributable the Company Class A-1 Units a number of Company Common Units equal each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Class A-1 Preferred Return Shares. (D) Each holder of Company A Ordinary Shares included in the Public Units is shall be entitled to receive a number of shares of Acquiror Class B Common Stock equal to such redemption amounts and the number of Company Common Units held by shall pay no such holder, redemption amounts or may make an election to receive, any distributions in lieu of any number of shares of Acquiror Class B Common Stock to which the holder would otherwise be entitled, an Acquiror Class B Warrant for such number of shares of Acquiror Class B Common Stock, by submitting an election (an “Election”) in accordance with the following procedures: (1) A holder of Company Units may make an Election in accordance provisions of this Section 2.01(d)(i)(D) by specifying the number of shares of Acquiror Class B Common Stock liquidation with respect to which such holder elects to receive an Acquiror Class B Warrant in lieu of shares of Acquiror Class B Common Stock. (2) The Company and Acquiror shall prepare a form, including appropriate and customary transmittal materials (the “Form of Election”), so as to permit holders of Company Units to exercise their right to make an Election. (3) The Company and Acquiror (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated date any other share capital of the Election Deadline Company; the Company will not propose any amendment to its Amended and Restated Memorandum and Articles of Association (as defined belowa) to holders of Company Units as modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Day prior Combination or to such mailing date (such record date, redeem 100% of the “Election Record Date”), and (ii) following such mailing date, shall use commercially reasonable efforts to make the Form of Election available to all persons who become holders of record Company Units during the period between the Election Record Date and the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (4) Any Election shall have been made properly only outstanding Public Shares if the Company has not consummated a Business Combination within twenty-four (24) months from the Initial Closing Date or an election agent designated by (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, as further described in the Company’s Amended and Restated Memorandum and Articles of Association, unless the Company and reasonably acceptable offers the right to Acquiror (redeem the “Agent”) shall have received, during the Election Period, the Form of Election, duly, completely and validly executed Public Shares in accordance connection with the instructions thereto, and such other documents as may reasonably be required by the Company or the Agent. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. (New York City time) on the date that is the fifth Business Day preceding the date for which the Special Meeting is scheduledamendment.

Business Combination. (i) On the Closing Date, following the adoption of the Amended and Restated Acquiror Certificate of Incorporation and the consummation of the PIPE Investment, the Parties shall consummate the following transactions: (A) the Company shall issue to Acquiror a number of Company Common Units equal to the Aggregate Company Common Units minus the Continuing Company Common Units minus the Class A-1 Preferred Return Shares in exchange for (1) the delivery by Acquiror to the Company, via wire transfer of immediately available funds, an amount in cash equal to the Aggregate Cash Raised and (2) a number of shares of Acquiror Class B Common Stock and/or Acquiror Class B Warrants (in each case, as determined pursuant equal to Section 2.01(d)(i)(D)) (as determined with respect to each holder, the “Acquiror Class B Equity Consideration”, and the aggregate sum of all such amounts, the “Aggregate Acquiror Class B Equity Consideration”) where the sum of (x) the shares of Acquiror Class B Common Stock represented in the Aggregate Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in the Aggregate Acquiror Class B Equity Consideration equals the number of Continuing Company Common Units and Class A-1 Preferred Return Shares; (B) immediately following the consummation of the transactions set forth in clause (A), the Company Acquiror shall be managed by a board of managers that consists of five (5) members and is constituted admitted as follows: (i) three (3) nominees to be determined by the Acquiror, and (ii) two (2) nominees to be determined by the holders of at least a majority managing member of the outstanding Company Common UnitsCompany; (C) immediately following the consummation of the transactions set forth in clause (B), the Company shall distribute: (1) to each holder of Company Units, the applicable Acquiror Class B Equity Consideration where the sum Units a number of (x) the shares of Acquiror Class B Common Stock represented in such Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in such Aggregate Acquiror Class B Equity Consideration equals equal to the number of Company Common Units held by such holder; and (2) to each holder of the Company Class A Units and Company Class A-1 Units, an amount in cash equal to the aggregate Preferred Return attributable to the Company Class A Units and Company Class A-1 Units held by such holder that is accrued and unpaid immediately prior to the Closing, less the aggregate amount of the Historical Tax Distributions, if any, made in respect of such Company Class A Units and Company Class A-1 Units prior to the Closing; provided that the holder of the Company Class A-1 Units may elect, with the Company’s consent, to receive in lieu of cash for any portion of the Preferred Return attributable the Company Class A-1 Units a number of Company Common Units equal to the Class A-1 Preferred Return Shares. (D) Each holder of Company Units is entitled to receive a number of shares of Acquiror Class B Common Stock equal to the number of Company Common Units held by such holder, or may make an election to receive, in lieu of any number of shares of Acquiror Class B Common Stock to which the holder would otherwise be entitled, an Acquiror Class B Warrant for such number of shares of Acquiror Class B Common Stock, by submitting an election (an “Election”) in accordance with the following procedures: (1) A holder of Company Units may make an Election in accordance provisions of this Section 2.01(d)(i)(D) by specifying the number of shares of Acquiror Class B Common Stock with respect to which such holder elects to receive an Acquiror Class B Warrant in lieu of shares of Acquiror Class B Common Stock. (2) The Company and Acquiror shall prepare a form, including appropriate and customary transmittal materials (the “Form of Election”), so as to permit holders of Company Units to exercise their right to make an Election. (3) The Company and Acquiror (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated date of the Election Deadline (as defined below) to holders of Company Units as of the Business Day prior to such mailing date (such record date, the “Election Record Date”), and (ii) following such mailing date, shall use commercially reasonable efforts to make the Form of Election available to all persons who become holders of record Company Units during the period between the Election Record Date and the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (4) Any Election shall have been made properly only if the Company or an election agent designated by the Company and reasonably acceptable to Acquiror (the “Agent”) shall have received, during the Election Period, the Form of Election, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company or the Agent. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. (New York City time) on the date that is the fifth Business Day preceding the date for which the Special Meeting is scheduled.

Business Combination. (a) The Purchaser, Subco and the Company shall effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” among the Purchaser, Subco and the Company. (b) As soon as reasonably practicable following the execution and delivery of this Agreement, the Company shall, subject to Section 3.06, call and hold the Company Meeting for the purpose of approving the Amalgamation Resolution and shall prepare and mail the Company Circular to the Company Shareholders. (c) As soon as reasonably practicable following the Company obtaining the approval of the Amalgamation Resolution as set out in Section 2.01(b), the Purchaser shall pass a special resolution, as sole shareholder of Subco, approving the Amalgamation. (d) Subject to the conditions of closing set out in Article 8, upon the approval of the Amalgamation by the Company Shareholders, the Purchaser as sole shareholder of Subco, the Company and Subco will enter into the Amalgamation Agreement and amalgamate, pursuant to the provisions of the CBCA, by jointly completing and filing Articles of Amalgamation with the Director, and shall continue as one corporation (“Amalco”) effective at the Effective Time, giving effect to the Amalgamation subject to the terms of the Amalgamation Agreement, the form of which is set forth in Schedule “B” attached hereto. (e) At the Effective Time and as a result of the Amalgamation: (i) On the Closing Date, following the adoption of the Amended and Restated Acquiror Certificate of Incorporation and the consummation of the PIPE Investment, the Parties shall consummate the following transactions: (A) the Company shall issue to Acquiror a number of Company Common Units equal to the Aggregate Company Common Units minus the Continuing Company Common Units minus the Class A-1 Preferred Return Shares in exchange for (1) the delivery by Acquiror to the Company, via wire transfer of immediately available funds, an amount in cash equal to the Aggregate Cash Raised and (2) a number of shares of Acquiror Class B Common Stock and/or Acquiror Class B Warrants (in each case, as determined pursuant to Section 2.01(d)(i)(D)) (as determined with respect to each holder, the “Acquiror Class B Equity Consideration”, and the aggregate sum of all such amounts, the “Aggregate Acquiror Class B Equity Consideration”) where the sum of (x) the shares of Acquiror Class B Common Stock represented in the Aggregate Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in the Aggregate Acquiror Class B Equity Consideration equals the number of Continuing Company Common Units and Class A-1 Preferred Return Shares; (B) immediately following the consummation of the transactions set forth in clause (A), the Company shall be managed by a board of managers that consists of five (5) members and is constituted as follows: (i) three (3) nominees to be determined by the Acquiror, and (ii) two (2) nominees to be determined by the holders of at least a majority of the outstanding Company Common Units; (C) immediately following the consummation of the transactions set forth in clause (B), the Company shall distribute: (1) to each holder of Company Units, the applicable Acquiror Class B Equity Consideration where the sum of (x) the shares of Acquiror Class B Common Stock represented in such Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in such Aggregate Acquiror Class B Equity Consideration equals the number of Company Common Units held by such holder; and (2) to each holder of the Company Class A Units Shares (other than the Company Dissenting Shareholders described in Section 2.01(g)) shall receive the Consideration, pro rata and subject to Sections 3.03 and 3.04, for each Company Class A-1 UnitsShare held, following which all such the Company Shares shall be cancelled; (ii) the Purchaser shall receive one fully paid and non-assessable Amalco Share for each one Subco Share held by Purchaser, following which all such Subco Shares shall be cancelled; (iii) in consideration of the issuance of Purchaser Shares pursuant to paragraph 2.01(e)(i), Amalco shall issue to the Purchaser one Amalco Share for each Purchaser Share so issued; (iv) the Purchaser shall add to the stated capital maintained in respect of the Purchaser Shares an amount in cash equal to the aggregate Preferred Return attributable to paid-up capital for purposes of the Tax Act of the Company Class A Units and Company Class A-1 Units held by such holder that is accrued and unpaid Shares immediately prior to the Closing, Effective Time (less the aggregate amount paid- up capital of any Company Shares held by Company Dissenting Shareholders who do not exchange their Company Shares for Purchaser Shares on the Historical Tax Distributions, if any, made Amalgamation); (v) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the Subco Shares and the Company Class A Units and Company Class A-1 Units Shares immediately prior to the Closing; provided that Effective Time; (vi) no fractional Purchaser Shares shall be issued upon the holder exchange of the Company Class A-1 Units may elect, with Shares provided for in Section 2.01(e)(i); the Company’s consent, to receive in lieu of cash for any portion of the Preferred Return attributable the Company Class A-1 Units a number of Purchaser Shares to be received by Company Common Units equal Shareholders will be rounded up to the Class A-1 Preferred Return Shares. (D) Each holder of nearest whole Purchaser Share, in the event that the former Company Units Shareholder is entitled to receive a number fractional share representing 0.5 or more of shares of Acquiror Class B Common Stock equal a Purchaser Share and will be rounded down to the number nearest whole Purchaser Share, in the event that the former Company Shareholder is entitled to receive a fractional share representing less than 0.5 of a Purchaser Share; and (vii) Amalco will become a wholly-owned subsidiary of the Purchaser. (f) At the Effective Time: (i) subject to subsection 2.01(e), the registered holders of Company Common Units held by such holder, or may make an election to receive, in lieu Shares shall become the registered holders of any number of shares of Acquiror Class B Common Stock the Purchaser Shares to which the holder would otherwise be they are entitled, an Acquiror Class B Warrant for such number of shares of Acquiror Class B Common Stock, by submitting an election (an “Election”) calculated in accordance with the provisions hereof, and shall be entitled to receive and, as soon as reasonably practicable following procedures: the Effective Time, cause the Transfer Agent to deliver to such Company Shareholders share certificates (1or other evidence of ownership) A holder of Company Units may make an Election in accordance provisions of this Section 2.01(d)(i)(D) by specifying representing the number of shares of Acquiror Class B Common Stock with respect Purchaser Shares comprising the Consideration to which such holder elects to receive an Acquiror Class B Warrant in lieu of shares of Acquiror Class B Common Stock.they are so entitled; and (2) The Company and Acquiror shall prepare a form, including appropriate and customary transmittal materials (the “Form of Election”), so as to permit holders of Company Units to exercise their right to make an Election. (3) The Company and Acquiror (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated date of the Election Deadline (as defined below) to holders of Company Units as of the Business Day prior to such mailing date (such record date, the “Election Record Date”), and (ii) following such mailing datethe Purchaser shall become the registered holder of the Amalco Shares to which it is entitled, shall use commercially reasonable efforts to make the Form of Election available to all persons who become holders of record Company Units during the period between the Election Record Date and the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (4) Any Election shall have been made properly only if the Company or an election agent designated by the Company and reasonably acceptable to Acquiror (the “Agent”) shall have received, during the Election Period, the Form of Election, duly, completely and validly executed calculated in accordance with the instructions theretoprovisions hereof, and such other documents as may reasonably shall be required entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof. (g) At the Effective Time, each Company Share held by a Company Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, in accordance with the provisions of the CBCA, to Amalco and Amalco shall thereupon be obliged to pay the amount therefor determined and payable as provided for in the Amalgamation Agreement, the name of such holder shall be removed from the central securities register as a holder of Company Shares and such Company Dissenting Shareholder will cease to have any rights as a Company Shareholder other than the right to be paid the fair value of its Company Shares in accordance with the provisions of the Amalgamation Agreement. (h) If a Company Dissenting Shareholder fails to perfect or effectively withdraws its claim under section 190 of the Agent. As used hereinCBCA or forfeits its right to make a claim under Section 190 of the CBCA or if its rights as a Company Shareholder are otherwise reinstated, such holder’s Company Shares shall thereupon be deemed to have been exchanged as of the Effective Time as prescribed by paragraph 2.01(e)(i). (i) Purchaser Shares forming part of the Consideration will only be issued in the U.S. or to U.S. Persons that are Accredited Investors in compliance with the exemption provided by Rule 506 of Regulation D under the U.S. Securities Act, shall be “restricted securities” as defined in Rule 144(a)(3) of the U.S. Securities Act, and shall bear, a legend in customary form restricting re-sale, offer, pledge, hypothecation and transfer without registration under the U.S. Securities Act unless otherwise agreed pursuant to an available exemption from registration under the U.S. Securities Act and in advance by accordance with applicable state securities laws; provided that if the PartiesCompany determines that the Purchaser Shares should be issued in the U.S. or to one or more U.S. Persons who are not Accredited Investors (not to exceed 35 such shareholders), “Election Deadline” means 5:00 p.m. (New York City time) on then such shareholder in the date that is U.S. or U.S. Person shall be issued such Purchaser Shares in accordance with the fifth Business Day preceding information requirements of and pursuant to Rule 506 of Regulation D under the date for which the Special Meeting is scheduledU.S. Securities Act.

Business Combination. (i) On the Closing Date, following the adoption and filing of the Amended and Restated Acquiror Certificate of Incorporation and the consummation Certificate of the PIPE InvestmentDesignation, the Parties shall consummate the following transactions: (A) the Company shall issue to Acquiror a number of Company Common Units equal to the Aggregate Company Common Units minus the Continuing Company Common Units minus the Class A-1 Preferred Return Shares in exchange for (1) the delivery by Acquiror to the Company, via wire transfer of immediately available funds, an amount in cash equal to the Aggregate Cash Raised and (2) a number of shares of Acquiror Class B Common Stock and/or Acquiror Class B Warrants (in each case, as determined pursuant to Section 2.01(d)(i)(D)) (as determined with respect to each holder, the “Acquiror Class B Equity Consideration”, and the aggregate sum of all such amounts, the “Aggregate Acquiror Class B Equity Consideration”) where the sum of (x) the shares of Acquiror Class B Common Stock represented in the Aggregate Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in the Aggregate Acquiror Class B Equity Consideration equals the number of Continuing Company Common Units and Class A-1 Preferred Return SharesUnits; (B) immediately following the consummation of the transactions set forth in clause (A), the Company shall be managed by a board of managers that consists of five (5) members and is constituted as follows: (i) three (3) nominees to be determined by the Acquiror, and (ii) two (2) nominees to be determined by the holders of at least a majority of the outstanding Company Common Units; (C) immediately following the consummation of the transactions set forth in clause (B), the Company shall distribute: (1) distribute to each holder of Pre-C Company Units, the applicable Acquiror Class B Equity Consideration where the sum of (x) the shares of Acquiror Class B Common Stock represented in such Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants elected pursuant to subparagraph (D) below and represented in such Aggregate Acquiror Class B Equity Consideration equals the number of Company Common Units held by such holder; and (2) to each holder of the Company Class A Units and Company Class A-1 Units, an amount in cash equal to the aggregate Preferred Return attributable to the Company Class A Units and Company Class A-1 Units held by such holder that is accrued and unpaid immediately prior to the Closing, less the aggregate amount of the Historical Tax Distributions, if any, made in respect of such Company Class A Units and Company Class A-1 Units prior to the Closing; provided that the holder of the Company Class A-1 Units may elect, with the Company’s consent, to receive in lieu of cash for any portion of the Preferred Return attributable the Company Class A-1 Units a number of Company Common Units equal to the Class A-1 Preferred Return Shares. (D) Each holder of Pre-C Company Units (other than Acquiror) is entitled to receive a number of shares of Acquiror Class B Common Stock equal to the number of Company Common Units held by such holder, or may make an election to receive, in lieu of any number of shares of Acquiror Class B Common Stock to which the holder would otherwise be entitled, an Acquiror Class B Warrant for such number of shares of Acquiror Class B Common Stock, by submitting an election (an “Election”) in accordance with the following procedures: (1) A holder of Pre-C Company Units may make an Election in accordance provisions of this Section 2.01(d)(i)(D) by specifying the number of shares of Acquiror Class B Common Stock with respect to which such holder elects to receive an Acquiror Class B Warrant in lieu of shares of Acquiror Class B Common Stock. (2) The Company and Acquiror shall prepare a form, including appropriate and customary transmittal materials (the “Form of Election”), so as to permit holders of Pre-C Company Units to exercise their right to make an Election. (3) The Company and Acquiror (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated date of the Election Deadline (as defined below) to holders of Pre-C Company Units as of the Business Day prior to such mailing date (such record date, the “Election Record Date”), and (ii) following such mailing date, shall use commercially reasonable efforts to make the Form of Election available to all persons who become holders of record Pre-C Company Units during the period between the Election Record Date and the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (4) Any Election shall have been made properly only if the Company or an election agent designated by the Company and reasonably acceptable to Acquiror (the “Agent”) shall have received, during the Election Period, the Form of Election, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company or the Agent. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. (New York City time) on the date that is the fifth Business Day preceding the date for which the Special Meeting is scheduled.

Business Combination. (i) On the Closing Dateterms and subject to the conditions set forth in this Agreement and in accordance with the DLLCA, promptly following the adoption of the Amended and Restated Acquiror Certificate of Incorporation and the consummation of the PIPE InvestmentPubco Merger and the Blocker Merger, the Parties shall consummate the following transactions: Business Combination, pursuant to which (A) the Company shall issue to Acquiror a Pubco the number of Company Common Units equal determined pursuant to Section 2.3(b) (as adjusted pursuant to the Aggregate Sponsor Letter Agreement) and 1,241,250 Company Common Restricted Units minus the Continuing Company Common Units minus the Class A-1 Preferred Return Shares in exchange for (1) the delivery by Acquiror Pubco to the Company, via wire transfer of immediately available funds, an amount in cash equal to the Aggregate Cash Raised Closing PIPE Proceeds and (2) a number the delivery by Merger Sub 1 to the Company, via wire transfer of shares of Acquiror Class B Common Stock and/or Acquiror Class B Warrants (in each case, as determined pursuant to Section 2.01(d)(i)(D)) (as determined with respect to each holder, the “Acquiror Class B Equity Consideration”, and the aggregate sum of all such amounts, the “Aggregate Acquiror Class B Equity Consideration”) where the sum of (x) the shares of Acquiror Class B Common Stock represented in the Aggregate Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in the Aggregate Acquiror Class B Equity Consideration equals the number of Continuing Company Common Units and Class A-1 Preferred Return Shares; (B) immediately following the consummation of the transactions set forth in clause (A), the Company shall be managed by a board of managers that consists of five (5) members and is constituted as follows: (i) three (3) nominees to be determined by the Acquiror, and (ii) two (2) nominees to be determined by the holders of at least a majority of the outstanding Company Common Units; (C) immediately following the consummation of the transactions set forth in clause (B), the Company shall distribute: (1) to each holder of Company Units, the applicable Acquiror Class B Equity Consideration where the sum of (x) the shares of Acquiror Class B Common Stock represented in such Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in such Aggregate Acquiror Class B Equity Consideration equals the number of Company Common Units held by such holder; and (2) to each holder of the Company Class A Units and Company Class A-1 Unitsavailable funds, an amount in cash equal to the aggregate Preferred Return attributable cash proceeds available for release to SilverBox from the Trust Account in connection with the transactions contemplated hereby (after, for the avoidance of doubt, giving effect to all of the SilverBox Shareholder Redemptions); (B) Pubco shall be admitted as the managing member of the Company; (C) the Company Class A shall redeem all of the issued and outstanding Existing Company Preferred Units and (other than the Existing Company Class A-1 Preferred Units held by such holder that is accrued Blocker Corp) and unpaid immediately prior deliver to the Closingholders thereof in exchange therefor, less the aggregate on a pro rata basis, via wire transfer of immediately available funds, an amount of the Historical Tax Distributions, if any, made in respect of such Company Class A Units and Company Class A-1 Units prior cash equal to the ClosingPreferred Unit Redemption Amount; provided that the holder of (D) the Company Class A-1 Units may electshall, with the Company’s consent, to receive in lieu of cash for any portion of the Preferred Return attributable the Company Class A-1 Units a number partial redemption of Company Common Units collectively held by the holders of Existing Company Common Units and Existing Company Incentive Units (other than the Company Common Units held by Blocker Corp), deliver to such holders, via wire transfer of immediately available funds, on a pro rata basis, an amount in cash equal to the Class A-1 Preferred Return Shares. Common Unit Redemption Amount; (DE) Each the Company shall distribute to each holder of Existing Company Common Units is entitled to receive or Existing Company Incentive Units (other than the Company Common Units held by Blocker Corp) a number of shares of Acquiror Pubco Class B Common Stock Shares equal to the number of Company Common Units held by such holderholder after giving effect to the partial redemption described in clause (D) of this Section 2.1(f)(i), or may make an election with such distribution to receive, in lieu of any number of shares of Acquiror Class B Common Stock to which the holder would otherwise be entitled, an Acquiror Class B Warrant for such number of shares of Acquiror Class B Common Stock, by submitting an election (an “Election”) in accordance with the following procedures: Amended and Restated Company LLC Agreement and, if applicable, any award agreements evidencing the Existing Company Incentive Units (1including but not limited to vesting terms); and (F) the Existing Company Unitholders shall have the right (but not the obligation) to exchange Company Common Units for Pubco Class A holder of Company Units may make an Election in accordance provisions of this Section 2.01(d)(i)(D) Shares at the Closing without any further action by specifying the number of shares of Acquiror Class B Common Stock with respect to which such holder elects to receive an Acquiror Class B Warrant in lieu of shares of Acquiror Class B Common Stockany Person. (2ii) The Business Combination shall become effective on the date and time as is agreed by SilverBox and the Company and Acquiror shall prepare a form, including appropriate and customary transmittal materials (the “Form of Election”), so as to permit holders of Company Units to exercise their right to make an Election. (3) The Company and Acquiror (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated date of the Election Deadline (as defined below) to holders of Company Units as of time the Business Day prior to such mailing date (such record date, the “Election Record Date”), and (ii) following such mailing date, shall use commercially reasonable efforts to make the Form of Election available to all persons who become holders of record Company Units during the period between the Election Record Date and the Election Deadline. The time period between such mailing date and the Election Deadline is Combination becomes effective being referred to herein as the “Election PeriodEffective Time”).” (4) Any Election shall have been made properly only if the Company or an election agent designated by the Company and reasonably acceptable to Acquiror (the “Agent”) shall have received, during the Election Period, the Form of Election, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company or the Agent. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. (New York City time) on the date that is the fifth Business Day preceding the date for which the Special Meeting is scheduled.

Business Combination. (a) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) On the Closing Date, following the adoption of the Amended and Restated Acquiror Certificate of Incorporation and the consummation of the PIPE Investment, the Parties shall consummate the following transactions: (A) the Company shall issue call and hold the Company Meeting for the purpose of approving the Amalgamation Resolution and shall prepare and mail the Company Circular to Acquiror the Company Shareholders; and (ii) Purchaser shall prepare the Purchaser Approval Resolution and take steps to obtain the approval of the holders of at least 50% of the Purchaser Shares entitled to vote thereon to approve the issuance by the Purchaser of the Purchaser Shares pursuant to the Business Combination, as required by, and in compliance with, the provisions of the NEO Listing Manual. (b) As soon as reasonably practicable following the Company obtaining the approval of the Amalgamation Resolution and the Purchaser obtaining the approval of the Purchaser Approval Resolution as set out in Section 2.02(a), Purchaser shall pass a number special resolution, as sole shareholder of Subco, approving the Amalgamation. (c) Immediately prior to the Effective Time: (i) all Company Options, other than the Company Remaining Options, shall automatically convert into Company Common Units Shares or Company Class B Shares, as applicable, which Company Common Shares (provided the holder thereof has not already participated in a Share Exchange) and Company Class B Shares shall be exchanged in accordance with Section 2.02(g)(i); and (ii) the Share Exchanges shall be completed as set out in Section 2.01; (d) Immediately following completion of the Share Exchanges as provided for in Section 2.01, the Purchaser shall loan to the Company an amount equal to the Aggregate Cash Consideration to be distributed to the Company Shareholders other than Electing Company Common Units minus the Continuing Company Common Units minus the Class A-1 Preferred Return Shares in exchange for Shareholders (1) the delivery by Acquiror to the Company, via wire transfer of immediately available funds, an amount in cash equal to the Aggregate Cash Raised and (2) a number of shares of Acquiror Class B Common Stock and/or Acquiror Class B Warrants (in each case, as determined pursuant to Section 2.01(d)(i)(D)) (as determined with respect to each holder, the “Acquiror Class B Equity ConsiderationRemaining Company Shareholders”, and the aggregate sum of all such amounts, the “Aggregate Acquiror Class B Equity Consideration”) where the sum of (x) the shares of Acquiror Class B Common Stock represented in the Aggregate Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in the Aggregate Acquiror Class B Equity Consideration equals the number of Continuing Company Common Units and Class A-1 Preferred Return Shares); (Be) immediately Immediately following the consummation completion of the transactions set forth loan in clause (ASection 2.02(d), the Company shall distribute to the Remaining Company Shareholders, as a return of capital, an aggregate cash amount equal to such loan, on a pro rata basis, and the Purchaser shall distribute to the Remaining Company Shareholders, on behalf of the Company, the Debt Consideration to be managed distributed to the Remaining Company Shareholders; (f) Subject to the conditions of closing set out in Article 7, upon the approval of the Amalgamation by the Company Shareholders and Subco and the completion of the steps in Sections 2.02(c)-(e), the Purchaser, Subco and the Company shall effect the combination of their respective businesses and assets by way of a board “three-cornered amalgamation” among Purchaser, Subco and the Company. The Company and Subco will enter into the Amalgamation Agreement and amalgamate, pursuant to the provisions of managers that consists the OBCA, by jointly completing and filing Articles of five Amalgamation with the Director, and shall continue as one corporation (5“Amalco”) members effective at the Effective Time, giving effect to the Amalgamation subject to the terms of the Amalgamation Agreement, the form of which is set forth in Schedule “B” attached hereto. (g) At the Effective Time and is constituted as follows: a result of the Amalgamation: (i) three (3) nominees to be determined by the Acquiror, and (ii) two (2) nominees to be determined by the holders of at least a majority of the outstanding Company Common Units; (C) immediately following the consummation of the transactions set forth in clause (B), the Company shall distribute: (1) to each holder of Company Units, the applicable Acquiror Class B Equity Consideration where the sum of (x) the shares of Acquiror Class B Common Stock represented in such Acquiror Class B Equity Consideration and (y) the shares of Acquiror Class B Common Stock underlying the Acquiror Class B Warrants represented in such Aggregate Acquiror Class B Equity Consideration equals the number of Company Common Units held by such holder; and (2) to each holder of the Company Class A Units Shares (other than the Company Dissenting Shareholders described in Section 2.02(i)) shall receive the Consideration, pro rata and subject to Section 2.06, for each Company Class A-1 UnitsShare held, following which all such Company Shares shall be cancelled; (ii) Purchaser shall receive one fully paid and non-assessable Amalco Share for each one Subco Share held by Purchaser, following which all such Subco Shares shall be cancelled; (iii) in consideration of the issuance of Purchaser Shares pursuant to Section 2.02(g)(i), Amalco shall issue to Purchaser one Amalco Share for each Purchaser Share issued; (iv) Purchaser shall add to the stated capital maintained in respect of the Purchaser Shares an amount in cash equal to the aggregate Preferred Return attributable to paid-up capital for purposes of the Tax Act of the Company Class A Units and Company Class A-1 Units held by such holder that is accrued and unpaid Shares immediately prior to the Closing, Effective Time (less the aggregate amount paid- up capital of any the Historical Tax Distributions, if any, made Company Shares held by Company Dissenting Shareholders who do not exchange their Company Shares for Purchaser Shares on the Amalgamation); (v) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the Subco Shares and the Company Class A Units and Company Class A-1 Units Shares immediately prior to the Closing; provided that Effective Time; (vi) No fractional Purchaser Shares shall be issued upon the holder exchange of the Company Class A-1 Units may elect, with Shares provided for in Section 2.02(g)(i); the Company’s consent, to receive in lieu of cash for any portion of the Preferred Return attributable the Company Class A-1 Units a number of Purchaser Shares to be received by Company Common Units equal Shareholders will be rounded up to the Class A-1 Preferred Return Shares. (D) Each holder of nearest whole Purchaser Share, in the event that the former Company Units Shareholder is entitled to receive a number fractional share representing 0.5 or more of shares a Purchaser Share and be rounded down to the nearest whole Purchaser Share, in the event that the former Company Shareholder is entitled to receive a fractional share representing less than 0.5 of Acquiror Class B Common Stock equal to a Purchaser Share; (vii) No fractional cents shall be delivered upon the exchange of the Company Shares provided for in Section 2.02(g)(i); the number of cents to be received by a former Company Common Units held by such holder, or may make an election Shareholder will be rounded up to receivethe nearest whole cent, in lieu the event that the former Company Shareholder is entitled to receive a fractional cent representing 0.5 or more of a cent and be rounded down to the nearest whole cent, in the event that the former Company Shareholder is entitled to receive a fractional cent representing less than 0.5 of a cent; (i) Purchaser or the Company shall be entitled to deduct or withhold from any number Consideration otherwise payable pursuant to the transactions contemplated by this Agreement to a Company Shareholder such amounts as it determines are required or permitted to be deducted or withheld with respect to such payment under the Tax Act or any provision of shares provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Company Shareholder in respect of Acquiror Class B Common Stock which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority; and (ii) Amalco will become a wholly-owned subsidiary of Purchaser. (h) At the Effective Time: (i) subject to subsection 2.02(g) and Section 2.06, the registered holders of Company Shares shall become the registered holders of the Purchaser Shares to which the holder would otherwise be they are entitled, an Acquiror Class B Warrant for such number of shares of Acquiror Class B Common Stock, by submitting an election (an “Election”) calculated in accordance with the provisions hererof, and the holders of share certificates representing such Company Shares shall be entitled to receive and, as soon as reasonably practicable following procedures: (1) A holder of Company Units may make an Election in accordance provisions of this Section 2.01(d)(i)(D) by specifying the Effective Time, shall receive share certificates representing the number of shares of Acquiror Class B Common Stock with respect Purchaser Shares to which such holder elects to receive an Acquiror Class B Warrant in lieu of shares of Acquiror Class B Common Stock.they are so entitled, which shall bear a legend reflecting the Escrow Conditions; (2) The Company and Acquiror shall prepare a form, including appropriate and customary transmittal materials (the “Form of Election”), so as to permit holders of Company Units to exercise their right to make an Election. (3) The Company and Acquiror (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated date of the Election Deadline (as defined below) to holders of Company Units as of the Business Day prior to such mailing date (such record date, the “Election Record Date”), and (ii) following such mailing datePurchaser shall become the registered holder of the Amalco Shares to which it is entitled, shall use commercially reasonable efforts to make the Form of Election available to all persons who become holders of record Company Units during the period between the Election Record Date and the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (4) Any Election shall have been made properly only if the Company or an election agent designated by the Company and reasonably acceptable to Acquiror (the “Agent”) shall have received, during the Election Period, the Form of Election, duly, completely and validly executed calculated in accordance with the instructions theretoprovisions hereof, and shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof. (iii) Amalco will become a wholly-owned subsidiary of Purchaser. (i) At the Effective Time, each Company Share held by a Company Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of any Encumbrance, to Amalco and Amalco shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Section 2.04 hereof, the name of such holder shall be removed from the central securities register as a holder of Company Shares and such Company Dissenting Shareholder will cease to have any rights as a Company Shareholder other documents than the right to be paid the fair value of its Company Shares in accordance with Section 2.04. (j) If a Company Dissenting Shareholder fails to perfect or effectively withdraws its claim under section 185 of the OBCA or forfeits its right to make a claim under section 185 of the OBCA or if its rights as a Company Shareholder are otherwise reinstated, such holder’s Company Shares shall thereupon be deemed to have been exchanged as of the Effective Time as prescribed by paragraph 2.02(g)(i). (k) Purchaser Shares forming part of the Consideration will only be issued in the U.S. or to U.S. Persons that are Accredited Investors in compliance with the exemption provided by Rule 506 of Regulation D under the U.S. Securities Act, shall be “restricted securities” as defined in Rule 144(a)(3) of the U.S. Securities Act, and shall bear, in addition to the legend reflecting the Escrow Conditions, a legend in customary form restricting re-sale, offer, pledge, hypothecation and transfer without registration under the U.S. Securities Act unless pursuant to an available exemption from registration under the U.S. Securities Act and in accordance with applicable state securities laws; provided that if the Company determines that the Purchaser Shares should be issued in the U.S. or to one or more U.S. Persons who are not Accredited Investors (not to exceed 35 such shareholders), then such shareholder in the U.S. or U.S. Person shall be issued such Purchaser Shares in accordance with the information requirements of and pursuant to Rule 506 of Regulation D under the U.S. Securities Act. (l) The Company shall prepare and deliver to the Purchaser prior to the Effective Date, a final allocation of the Consideration among the Company Shareholders, as at the Effective Date (the “Purchase Price Allocation”). The Purchase Price Allocation shall set out, among other things, the portion of the Consideration to be allocated to each Company Shareholder in connection with the acquisition of the Company Shares as contemplated in this Agreement, including, for certainty, the number of Consideration Shares to be issued and delivered to each Company Shareholder pursuant to the terms hereof, as consideration therefor. (m) Upon delivery of the Purchase Price Allocation by the Company, such Purchase Price Allocation shall be deemed final and binding on all Company Shareholders with respect to such Company Shareholder’s respective portion of the Consideration and following the Effective Date, each Company Shareholder shall be deemed to have waived any and all rights and/or defences which such Company Shareholder may reasonably be required by have (now or in the future) as against the Purchaser, the Company or any of their respective Affiliates, to dispute or challenge the Agent. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. (New York City time) on the date that is the fifth Business Day preceding the date for which the Special Meeting is scheduledPurchase Price Allocation.