Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, Avalon, BCG shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form S-4 in connection with the registration under the Securities Act of the Company Common Shares, Series A Preferred Stock and Company Warrants to be issued under this Agreement and the effect of the Transactions on the Avalon Warrants (and Company Common Shares underlying the Avalon Warrants), which Form S-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing the Avalon Stockholders with the opportunity to redeem shares of Avalon Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “Avalon Stockholder Redemption”); and (B) soliciting proxies from holders of Avalon Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of the Avalon Organizational Documents; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); (4) to the extent required, the issuance of securities pursuant to the PIPE Investment and the Asset PIPE Financing; (5) the pre-approval of the Company’s ordinary course equity issuances in connection with financing the liquidity of alternative assets following consummation of the Mergers; and (6) any other proposals that are reasonably necessary or desirable to consummate the Transactions (collectively, the “Avalon Stockholder Matters”). Without the prior written consent of BCG, the Avalon Stockholder Matters shall be the only matters (other than procedural matters) which A▇▇▇▇▇ shall propose to be acted on by the Avalon Stockholders at the Special Meeting, as adjourned or postponed. Each of Avalon and BCG shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each of Avalon, on the one hand, and BCG, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, Avalon and BCG shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Avalon Stockholders. (ii) Each of Avalon and BCG 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 to the Form S-4 and the Proxy Statement/Prospectus and any amendment to the Form S-4 and the Proxy Statement/Prospectus filed in response thereto. If Avalon or BCG becomes aware that any information contained in the Form S-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) Avalon and BCG shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Prospectus. Avalon and BCG shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Avalon Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Avalon Organizational Documents. Each of BCG and Avalon shall provide the other party with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Avalon and BCG shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) Avalon shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. BCG shall file the Prospectus and any supplement thereto pursuant to Rule 424. Avalon, and BCG shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to the Avalon Stockholders in compliance with applicable Law.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, Avalon, BCG SPAC and the Company shall use reasonable best efforts to prepare, and the Company SPAC shall file with the SEC, (A) a registration statement, including a proxy statement/prospectus of SPAC (as amended or supplemented, the “Proxy Statement/Prospectus”), on Form S-4 in connection with (as such filing is amended or supplemented, the registration “Registration Statement”) for the purposes of (I) registering under the Securities Act of (1) the Company Common Shares, Series A Preferred Stock and Company Warrants Ordinary Shares to be issued under this Agreement pursuant to Article III, (2) the SPAC Warrants and the effect Ordinary Shares to be issued upon the exercise or settlement of such SPAC Warrants, (3) the Transactions on Convertible Loan Shares, (4) the Avalon Warrants Converted RSUs, (5) the Converted Warrant, and Company Common Shares underlying (6) the Avalon WarrantsConverted Options (collectively, the “Registration Shares”), which Form S-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (AII) providing the Avalon Stockholders SPAC Shareholders with notice of the opportunity to redeem shares of Avalon SPAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting Shares (the “Avalon Stockholder SPAC Shareholder Redemption”); , and (BIII) soliciting proxies from holders of Avalon Common Stock SPAC Class A Shares to vote at the Special Meeting, as adjourned or postponed, Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate amended and restated memorandum and articles of Incorporation in the form association of the Avalon Organizational DocumentsSPAC; (3) approving the approval issuance of SPAC Class A Shares in connection with the adoption Business Combination in compliance with the applicable provisions of Nasdaq Rule 5635; (5) approving the NEW 2024 Omnibus Incentive Plan Plan; (4) the election of seven (7) directors to serve on SPAC’s board of directors following the Closing ((1) through (4), the “Omnibus Incentive Plan ProposalRequired SPAC Shareholder Matters”); (45) certain other advisory proposals for additional amendments to the extent required, the issuance amended and restated memorandum and articles of securities pursuant to the PIPE Investment and the Asset PIPE Financing; (5) the pre-approval association of the Company’s ordinary course equity issuances in connection with financing SPAC upon the liquidity of alternative assets following consummation of the MergersClosing; and (6) any other proposals that are reasonably the Parties deem necessary or desirable to consummate the Transactions Transactions; and (7) the adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (collectively, the “Avalon Stockholder SPAC Shareholder Matters”). Without the prior written consent of BCGthe Company (each such consent not to be unreasonably withheld, conditioned or delayed), the Avalon Stockholder SPAC Shareholder Matters shall be the only matters (other than procedural matters) which A▇▇▇▇▇ SPAC shall propose to be acted on by the Avalon Stockholders SPAC’s shareholders at the Special Meeting. SPAC shall make all other necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Registration Statement and the Proxy Statement/Prospectus will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. SPAC shall cause the Proxy Statement/Prospectus to be mailed to the SPAC Shareholders of record, as adjourned or postponed. of the record date to be established by the board of directors of SPAC in accordance with SPAC’s Governing Documents, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (ii) Each of Avalon SPAC and BCG the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus Statement to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Transactions. Each of AvalonSPAC and Merger Sub, on the one hand, and BCGthe Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party Party in connection with such actions and the preparation of the Form S-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, Avalon and BCG shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Avalon Stockholders. (ii) Each of Avalon SPAC, the Company and BCG Merger Sub shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioned), delayed) any response to comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendment to the Form S-4 Registration Statement and the Proxy Statement/Prospectus filed in response thereto. If Avalon SPAC or BCG the Company becomes aware that any information contained in the Form S-4 and Registration Statement or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 and Registration Statement or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawlaw, then (xi) such party Party shall promptly inform the other parties Parties and (yii) Avalon SPAC, on the one hand, and BCG the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioneddelayed) an amendment or supplement to the Form S-4 and Registration Statement or the Proxy Statement/ProspectusProspectus contained therein (in each case including documents incorporated by reference therein). Avalon SPAC and BCG the Company shall use reasonable best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Avalon Common StockSPAC shareholders, as applicable, in each case pursuant to applicable Law law and subject to the terms and conditions of this Agreement and the Avalon Organizational SPAC’s Governing Documents. Each of BCG the Company and Avalon SPAC shall provide the other party Parties with copies of any written comments, and shall inform such other parties Parties of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form S-4 and Registration Statement or the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Avalon and BCG shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) Avalon shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. BCG shall file the Prospectus and any supplement thereto pursuant to Rule 424. Avalon, and BCG shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to the Avalon Stockholders in compliance with applicable Law.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreementthe Original Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 8.04(a) (other than the audited financial statements for the year ended December 31, Avalon2020) and (ii) February 16, BCG 2021), FTAC, Tempo, the Tempo Blockers and the Company shall use reasonable best efforts to prepare, and the Company shall file confidentially submit with the SEC, the Form S-4 in connection with the registration under the Securities Act of the Company Common Shares, Series A Preferred Stock and Company Warrants to be issued under this Agreement (including, for the avoidance of doubt, (1) all shares of Company Class A Common Stock, (2) all shares of Company Class A Common Stock issuable upon conversion of any shares of Company Class B Common Stock, shares of Company Class Z Common Stock, New Tempo Class B-1 Units or New Tempo Class B-2 Units and (3) all shares of Company Class A Common Stock issuable upon the exchange of any New Tempo Class A Units) and the effect of the Transactions on the Avalon Warrants (and Company Common Shares underlying the Avalon FTAC Warrants), which Form S-4 will contain (i) a consent solicitation statement in connection with the solicitation of the Tempo Blocker Written Consents (other than the Tempo Blocker Written Consent in respect of Tempo Blocker 4) and the Tempo Written Consent and (ii) also contain the Proxy Statement/Prospectus Consent Solicitation Statement/Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing the Avalon Stockholders FTAC’s stockholders with the opportunity to redeem shares of Avalon FTAC Class A Common Stock (effective upon the consummation of the Transactions) by tendering delivering an election to redeem in respect of such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “Avalon FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of Avalon FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of the Avalon Organizational DocumentsFTAC Charter attached as Exhibit C hereto; (3) the approval of each issuance of Company Common Stock, and securities convertible into or exchangeable for Class A common stock, FTAC Common Stock, shares of Class C Common Stock of FTAC or the FTAC Surviving Corporation or New Tempo Class C Units solely to the extent such issuance requires a separate vote under SEC or NYSE rules (including approval of the issuance of Company Common Stock pursuant to the PIPE Subscription Agreements and Additional Cannae Subscription Agreement, each issuance of Company Common Stock under each Permitted Equity Financing Subscription Agreement and approval of each other issuance that is subject to the SEC’s or the NYSE’s related party transaction rules) (the proposals contemplated by clauses (1) through (3), collectively, the “Required FTAC Stockholder Approvals”); (4) the approval of each provision of the Company Charter that reasonably requires a separate vote under SEC or NYSE rules; (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); (4) to the extent required, the issuance of securities pursuant to the PIPE Investment and the Asset PIPE Financing; (5) the pre-approval of the Company’s ordinary course equity issuances in connection with financing the liquidity of alternative assets following consummation of the Mergers; and (6) any other proposals that the Parties agree are reasonably necessary or desirable to consummate the Transactions (clauses (1) through (6), collectively, the “Avalon FTAC Stockholder Matters”). Without the prior written consent of BCGTempo, the Avalon FTAC Stockholder Matters shall be the only matters (other than procedural matters) which A▇▇▇▇▇ FTAC shall propose to be acted on by the Avalon Stockholders FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of Avalon FTAC and BCG the Company shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each Subject to Section 10.01(f), each of AvalonFTAC and the Company, on Tempo and the one hand, and BCG, on the other hand, Tempo Blockers shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, Avalon Tempo, FTAC, the Tempo Blockers and BCG the Company shall use reasonable best efforts to cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be mailed to stockholders of FTAC and to the Avalon Stockholdersequityholders of Tempo and the Tempo Blockers. (ii) Each of Avalon FTAC, Tempo, and BCG 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 to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus and any amendment to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus filed in response thereto. If Avalon FTAC, Tempo, the Tempo Blockers or BCG the Company becomes aware that any information contained in the Form S-4 and or the Proxy Statement/Consent Solicitation Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 and or the Proxy Statement/Consent Solicitation Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) Avalon FTAC and BCG the Company, on the one hand, and Tempo, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. Avalon FTAC and BCG the Company shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Avalon FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Avalon FTAC Organizational Documents. Each of BCG the Company and Avalon FTAC shall provide the other party parties, including Tempo, with copies of any written comments, and shall inform such other parties parties, including Tempo, of any oral comments, that such party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus promptly after the receipt of such comments and shall give the other parties parties, including Tempo, a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Avalon FTAC, the Company, Tempo and BCG the Tempo Blockers shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) Avalon FTAC shall file the Proxy Statement Statement/Consent Solicitation Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. BCG The Company shall file the Proxy Statement/Consent Solicitation Statement/Prospectus and any supplement thereto pursuant to Rule 424. Avalon, FTAC and BCG the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b10.03(b)), and (ii) cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be disseminated to the Avalon Stockholders FTAC’s stockholders in compliance with applicable LawLaw and (iii) consult and mutually agree with Tempo with respect to the foregoing. FTAC shall obtain the written consent of the holders of the FTAC Class B Common Stock to the adoption and approval of the FTAC Charter as promptly as practicable after the Proxy Statement/Consent Solicitation Statement/Prospectus is disseminated to FTAC’s stockholders and in any event prior to the Closing.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, AvalonSPAC, BCG TopCo and the Company shall use reasonable best efforts to prepare, and the Company TopCo shall file with the SEC, (A) a registration statement, including a proxy statement of SPAC/prospectus of TopCo (as amended or supplemented, the “Proxy Statement/Prospectus”), on Form S-4 in connection with (as such filing is amended or supplemented, the registration “Registration Statement”) for the purposes of (I) registering under the Securities Act the offer and issuance of (1) the TopCo Shares to be issued to Company Common SharesShareholders and SPAC Shareholders pursuant to Article II, Series A Preferred Stock and Company (2) the Converted Warrants to be issued under this Agreement to holders of Company Warrants pursuant to Article II and the effect TopCo Shares to be issued upon the exercise of such Converted Warrants, (3) the TopCo Converted Warrants to be issued to holders of SPAC Warrants pursuant to Article II, and the TopCo Shares to be issued upon the exercise of such TopCo Converted Warrants, (4) the TopCo Shares to be issued upon settlement of the Transactions on Converted RSUs, and (5) the Avalon Warrants TopCo Shares to be issued upon exercise of the Converted Options (and Company Common Shares underlying collectively, the Avalon Warrants“Registration Shares”), which Form S-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (AII) providing the Avalon Stockholders SPAC Shareholders with notice of the opportunity to redeem shares of Avalon SPAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting Shares (the “Avalon Stockholder SPAC Shareholder Redemption”); , and (BIII) soliciting proxies from holders of Avalon Common Stock SPAC Class A Shares and the SPAC Class B Share to vote at the Special Meeting, as adjourned or postponed, Extraordinary Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement approval of the Certificate Amended and Restated Articles of Incorporation in the form of the Avalon Organizational DocumentsTopCo (if necessary under Cayman Island law); (3) approving the approval New Incentive Plan; (4) the election of seven (7) directors to serve on TopCo’s board of directors following the adoption of the Omnibus Incentive Plan Closing (if necessary under Cayman Island law) ((1) through (4), the “Omnibus Incentive Plan ProposalRequired SPAC Shareholder Matters”); (4) to the extent required, the issuance of securities pursuant to the PIPE Investment and the Asset PIPE Financing; (5) the pre-approval of the Company’s ordinary course equity issuances in connection with financing the liquidity of alternative assets following consummation of the Mergers; and (6) any other proposals that are reasonably the Parties deem necessary or desirable to consummate the Transactions Transactions; and (6) the adjournment of the Extraordinary Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (collectively, the “Avalon Stockholder SPAC Shareholder Matters”). Without the prior written consent of BCGthe Company (each such consent not to be unreasonably withheld, conditioned or delayed), the Avalon Stockholder SPAC Shareholder Matters shall be the only matters (other than procedural matters) which A▇▇▇▇▇ SPAC shall propose to be acted on by the Avalon Stockholders SPAC’s shareholders at the Special Extraordinary Meeting. TopCo or SPAC, as adjourned or postponedapplicable, shall make all other necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Registration Statement and the Proxy Statement/Prospectus will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. SPAC shall cause the Proxy Statement/Prospectus to be mailed to the SPAC Shareholders of record, as of the record date to be established by the board of directors of SPAC in accordance with SPAC’s Governing Documents, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (ii) Each of Avalon SPAC, the Company, and BCG TopCo shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus Statement to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Transactions. Each of AvalonSPAC Party, on the one hand, and BCGthe Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party Party in connection with such actions and the preparation of the Form S-4 Registration Statement and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, Avalon and BCG shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Avalon Stockholders. (ii) Each of Avalon SPAC, the Company and BCG TopCo shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioned), delayed) any response to comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus and any amendment to the Form S-4 Registration Statement and the Proxy Statement/Prospectus filed in response thereto. If Avalon TopCo, SPAC or BCG the Company becomes aware that any information contained in the Form S-4 and Registration Statement or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 and Registration Statement or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Lawlaw, then (xi) such party Party shall promptly inform the other parties Parties and (yii) Avalon SPAC and BCG TopCo, on the one hand, and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed withheld or conditioneddelayed) an amendment or supplement to the Form S-4 and Registration Statement or the Proxy Statement/ProspectusProspectus contained therein (in each case including documents incorporated by reference therein). Avalon TopCo, SPAC and BCG the Company shall use reasonable best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Avalon Common StockSPAC Shareholders, as applicable, in each case pursuant to applicable Law law and subject to the terms and conditions of this Agreement and the Avalon Organizational SPAC’s Governing Documents. Each of BCG the Company, TopCo and Avalon SPAC shall provide the other party Parties with copies of any written comments, and shall inform such other parties Parties of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form S-4 and Registration Statement or the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Avalon and BCG shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) Avalon shall file the Proxy Statement on Schedule 14A in accordance with the rules and regulations of the Exchange Act. BCG shall file the Prospectus and any supplement thereto pursuant to Rule 424. Avalon, and BCG shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to the Avalon Stockholders in compliance with applicable Law.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, Avalon, BCG AAC and the Company shall use reasonable best efforts to prepare, and shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either AAC or the Company Company, as applicable), and AAC shall file with the SEC, the Form S-4 in connection with the registration under the Securities Act of the Company Common Shares, Series AAC Class A Preferred Stock and Company Warrants Ordinary Shares to be issued under this Agreement and the effect of the Transactions on the Avalon Warrants (and Company Common Shares underlying the Avalon AAC Warrants), which Form S-4 will also contain (subject to Section 9.03(a)iv)) the Proxy Statement/Prospectus Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing the Avalon Stockholders AAC Shareholders with the opportunity to redeem shares of Avalon AAC Class A Common Stock Ordinary Shares (effective upon the consummation of the Transactions) by tendering delivering an election to redeem in respect of such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “Avalon Stockholder AAC Shareholder Redemption”); and (B) soliciting proxies from holders of Avalon Common Stock AAC Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation AAC Organizational Documents in the form of the Avalon Organizational DocumentsAAC Bye-Laws attached as Exhibit A hereto (including the approval of each provision of the AAC Bye-Laws that reasonably requires a separate vote under SEC or NYSE rules); (3) the issuance of AAC Class A Ordinary Shares in connection with the Merger and the Cannae Backstop Agreement, in each case, including as may be required under the NYSE; (4) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); ) (the proposals contemplated by clauses (1) through (4) to the extent required), collectively, the issuance of securities pursuant to the PIPE Investment and the Asset PIPE Financing“Required AAC Shareholder Approvals”); (5) the pre-adoption and approval of any other proposals as the Company’s ordinary course equity issuances SEC (or staff member thereof) may indicate are necessary in connection with financing its comments to the liquidity of alternative assets following consummation of Proxy Statement/Prospectus, the MergersForm S-4 or correspondence related thereto; and (6) any other proposals that the Parties agree are reasonably necessary or desirable to consummate the Transactions Transactions; and (7) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (clauses (1) through (7), collectively, the “Avalon Stockholder AAC Shareholder Matters”). Without the prior written consent of BCGthe Company, the Avalon Stockholder AAC Shareholder Matters and the AAC Sponsor Matters, if required, shall be the only matters (other than procedural matters) which A▇▇▇▇▇ AAC shall propose to be acted on by the Avalon Stockholders AAC Shareholders at the Special Meeting, as adjourned or postponed. Each of Avalon AAC and BCG the Company shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each of Avalon, on AAC and the one hand, and BCG, on the other hand, Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, Avalon AAC and BCG the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to shareholders of AAC and to the Avalon Stockholdersequityholders of the Company. (ii) Each of Avalon AAC and BCG 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 to the Form S-4 and the Proxy Statement/Prospectus and any amendment to the Form S-4 and the Proxy Statement/Prospectus filed in response thereto. If Avalon AAC or BCG the Company becomes aware that any information contained in the Form S-4 and or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 and or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties parties, and (y) Avalon AAC and BCG the Company shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Prospectus. Avalon AAC and BCG the Company shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Avalon Common StockAAC Ordinary Shares, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Avalon AAC Organizational Documents. Each of BCG the Company and Avalon AAC shall provide the other party parties, including the Company, with copies of any written comments, and shall inform such other parties parties, including the Company, of any oral comments, that such party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties parties, including the Company, a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Avalon AAC and BCG the Company shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) Avalon AAC shall file the Proxy Statement Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. BCG shall file AAC and the Prospectus and any supplement thereto pursuant to Rule 424. Avalon, and BCG Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL applicable Law for a date no later than 35 thirty-five (35) days following the SEC Clearance Date (subject to Section 9.03(b10.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to the Avalon Stockholders AAC Shareholders in compliance with applicable Law, and (iii) consult and mutually agree with the Company with respect to the foregoing. (iv) The Company shall be permitted to prepare and mail to equityholders of the Company a separate consent solicitation statement in connection with the solicitation of the Company Written Consent (which such statement shall not, unless otherwise agreed by the Parties, be included in the Form S-4 or otherwise filed with the SEC). With respect to the foregoing, each of AAC and the Company shall cooperate, consult and mutually agree with each other to the same extent as if the consent solicitation statement were included in the Form S-4.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this AgreementAgreement (and in any event on or prior to the later of (i) the tenth Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) September 15, Avalon2023), BCG CCVII, CorpAcq Holdco and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form S-4 F-4 in connection with the registration under the Securities Act of the Company Common Ordinary Shares, Series A Preferred Stock Company Public Warrants and Company Warrants Class C-1 Shares to be issued under this Agreement and the effect of the Transactions on the Avalon Warrants (and Company Common Shares underlying the Avalon Warrants)Agreement, which Form S-4 F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the following: (1) the Special Meeting with respect to, among other things: (A) providing the Avalon CCVII Stockholders with the opportunity to redeem shares of Avalon CCVII Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2but accounting for any valid withdrawals thereof) Business Days prior to the date of in connection with the Special Meeting and accordance with the CCVII Organizational Documents and Trust Agreement (the “Avalon CCVII Stockholder Redemption”); and (B) soliciting proxies from holders of Avalon CCVII Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of a proposal to adopt this Agreement and approve the Transactions (the “Business Combination Proposal”), (2) a proposal to adjourn the Special Meeting (x) to ensure that any supplement or amendment to the Proxy Statement/Prospectus that the board of directors of CCVII has determined in good faith is required by applicable Law to be disclosed to the CCVII Stockholders and for such supplement or amendment to be promptly disseminated to the CCVII Stockholders prior to the Special Meeting; (y) if, as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of CCVII Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting; or (z) in order to solicit additional proxies from the CCVII Stockholders for purposes of obtaining approval of the Transactions; (2) the amendment Business Combination Proposal and restatement of the Certificate of Incorporation in the form of the Avalon Organizational Documents; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); (4) to the extent required, the issuance of securities pursuant to the PIPE Investment and the Asset PIPE Financing; (5) the pre-approval of the Company’s ordinary course equity issuances in connection with financing the liquidity of alternative assets following consummation of the Mergers; and (6) any other proposals that the Parties agree are reasonably necessary or desirable to consummate the Transactions (collectively, the “Avalon CCVII Stockholder Matters”). Without the prior written consent of BCGCorpAcq Holdco, the Avalon CCVII Stockholder Matters shall be the only matters (other than procedural matters) which A▇▇▇▇▇ CCVII shall propose to be acted on by the Avalon CCVII Stockholders at the Special Meeting, as adjourned or postponed; and (2) the CCVII Warrantholders Meeting with respect to, among other things, soliciting proxies from the holders of CCVII Public Warrants to vote at the CCVII Warrantholders Meeting, as adjourned or postponed, to obtain the Requisite CCVII Warrantholder Approval. Each of Avalon CCVII, CorpAcq Holdco and BCG the Company shall use its reasonable best efforts to cause the Form S-4 F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 F-4 effective as long as is necessary to consummate the Transactions. Each of AvalonCCVII, on the one hand, and BCGthe CorpAcq Parties, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form S-4 F-4 and the Proxy Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, Avalon and BCG shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Avalon Stockholders. (ii) Each of Avalon CCVII, CorpAcq Holdco and BCG 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 to the Form S-4 F-4 and the Proxy Statement/Prospectus and any amendment to the Form S-4 F-4 and the Proxy Statement/Prospectus filed in response thereto. If Avalon CCVII, CorpAcq Holdco or BCG the Company becomes aware that any information contained in the Form S-4 F-4 and the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 F-4 and the Proxy Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party Party shall promptly inform the other parties Parties and (y) Avalon CCVII, on the one hand, and BCG CorpAcq Holdco and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 F-4 and the Proxy Statement/Prospectus. Avalon CCVII and BCG the CorpAcq Parties shall use reasonable best efforts to cause the Form S-4 F-4 and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the CCVII Stockholders and holders of shares of Avalon Common StockCCVII Public Warrants, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Avalon CCVII Organizational Documents. Each of BCG CCVII and Avalon the CorpAcq Parties shall provide the other party with copies of any written comments, and shall inform such the other parties of any oral comments, that such party Party receives from the SEC or its staff with respect to the Form S-4 F-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Avalon and BCG shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) Avalon Promptly after the Form F-4 is declared effective under the Securities Act (such date, the “SEC Clearance Date”), CCVII shall file the Proxy Statement forming part of the Proxy Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. BCG Act and the Company shall file the Prospectus forming part of the Proxy Statement/Prospectus and any supplement thereto pursuant to Rule 424. AvalonCCVII, CorpAcq Holdco and BCG the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date)practicable, (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a Special Meeting and the CCVII Warrantholders Meeting, in each case, on a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b)), and (ii) cause the Proxy Statement/Prospectus to be disseminated to the Avalon CCVII Stockholders and holders of CCVII Public Warrants in compliance with applicable Law.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this Agreement, Avalon, BCG shall use reasonable best efforts Agreement (and in any event on or prior to preparethe later of (A) three Business Days following the delivery of the Required S1 Bank Financial Information and the Required Protected Bank Financial Information, and the Company (B) August 6, 2▇▇▇), ▇▇▇▇▇▇ shall file file, and each of S1 Holdco and Protected will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with Trebia to file, with the SEC, the a registration statement on Form S-4 S-4, proxy statement or other applicable form in connection with the registration under Mergers and in connection with the Securities Act of Special Meeting, including any amendments thereto (the Company Common Shares, Series A Preferred Stock and Company Warrants “Proxy Statement / Prospectus”) to be issued under this Agreement and sent to the effect shareholders of the Transactions on the Avalon Warrants (and Company Common Shares underlying the Avalon Warrants), which Form S-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for Trebia in advance of the Special Meeting with respect to, among other things: (A) providing the Avalon Stockholders Trebia Shareholders with the opportunity to redeem shares of Avalon Trebia Class A Common Stock Ordinary Shares by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “Avalon Stockholder Trebia Shareholder Redemption”); and (B) soliciting proxies from holders of Avalon Common Stock Trebia Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement issuance of shares of Trebia Common Stock in connection with the Transactions as may be required under NYSE listing requirements; (3) the adoption of the Trebia Certificate of Incorporation in the form attached as Exhibit A hereto, (4) the approval of the Avalon Organizational Documentsissuance of Post-Closing RSUs and the Trebia RSUs contemplated to be issued pursuant to Section 3.01(g); (the proposals contemplated by clauses (1), (2), (3) and (4) collectively, the “Required Trebia Shareholder Approvals”); (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); (46) to the extent required, election of the issuance members of securities pursuant to the PIPE Investment and Trebia Board as of the Asset PIPE FinancingClosing in accordance with Section 12.09; (5) the pre-approval of the Company’s ordinary course equity issuances in connection with financing the liquidity of alternative assets following consummation of the Mergers; and (67) any other proposals that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Proxy Statement / Prospectus or in correspondence related thereto; and (8) any other proposals the Parties agree are reasonably necessary or desirable to consummate the Transactions (clauses (1) through (8), collectively, the “Avalon Stockholder Trebia Shareholder Matters”). Each of T▇▇▇▇▇, ▇▇ Holdco and Protected shall use its reasonable best efforts to cause the Proxy Statement / Prospectus to comply with the rules and regulations promulgated by the SEC. Without the prior written consent of BCGS1 Holdco, the Avalon Stockholder Trebia Shareholder Matters shall be the only matters (other than procedural matters) which A▇▇▇▇▇ Trebia shall propose to be acted on by the Avalon Stockholders Trebia’s shareholders at the Special Meeting, as adjourned or postponed. Each The Proxy Statement / Prospectus will comply as to form and substance with the applicable requirements of Avalon the SEC and BCG shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing thereunder and to keep the Form S-4 remain effective as long as is necessary to consummate the Transactions. Each of AvalonT▇▇▇▇▇, on the one hand, ▇▇ Holdco and BCG, on the other handProtected, shall furnish all information concerning it such party as may reasonably be requested by the other party parties in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Statement / Prospectus. Promptly after Trebia shall (I) file the Form S-4 is declared effective under definitive Proxy Statement / Prospectus with the Securities ActSEC, Avalon and BCG shall use reasonable best efforts to (II) cause the Proxy Statement/Statement / Prospectus to be mailed to its stockholders of record, as of the Avalon Stockholdersrecord date to be established by the board of directors of Trebia in accordance with Section 12.03(a)(iv), as promptly as practicable (but in no event later than three (3) Business Days unless otherwise required by applicable Law) following the date that the SEC clears such Proxy Statement / Prospectus (such earlier date, the “SEC Clearance Date”). (ii) Trebia will advise S1 Holdco promptly after it receives notice thereof, of: (A) the time when the Proxy Statement / Prospectus has been filed; (B) the filing of any supplement or amendment to the Proxy Statement / Prospectus; (C) any request by the SEC for amendment of the Proxy Statement / Prospectus; (D) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (E) requests by the SEC for additional information; and (F) the issuance of any stop order or the suspension of the qualification of the Trebia Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. (iii) Prior to filing with the SEC, Trebia will make available to S1 Holdco and Protected and their respective counsel drafts of the Proxy Statement / Prospectus and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide S1 Holdco and Protected and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Trebia shall not file any such documents with the SEC without the prior consent of S1 Holdco (such consent not to be unreasonably withheld, conditioned or delayed). Each of Avalon T▇▇▇▇▇, ▇▇ Holdco and BCG Protected 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 to the Form S-4 and the Proxy Statement/Statement / Prospectus and any amendment to the Form S-4 and the Proxy Statement/Statement / Prospectus filed in response thereto. If Avalon or BCG becomes aware that If, at any time prior to the Special Meeting, there shall be discovered any information contained that should be set forth in the Form S-4 and an amendment or supplement to the Proxy Statement/Statement / Prospectus shall have become false so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or misleading in omit to state any material respect fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Trebia shall promptly file an amendment or supplement to the Proxy Statement / Prospectus containing such information. If, at any time prior to the Closing, T▇▇▇▇▇, ▇▇ Holdco or Protected discovers any information, event or circumstance relating to such Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or supplement to the Proxy Statement / Prospectus so that the Form S-4 and Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectus is required to be amended statements therein, in order to comply with applicable Lawlight of the circumstances under which they were made, not misleading, then (x) such party Party shall promptly inform the other parties Parties and (y) Avalon and BCG each Party shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Statement / Prospectus. Avalon T▇▇▇▇▇, ▇▇ Holdco and BCG Protected shall use reasonable best efforts to cause the Form S-4 Proxy Statement / Prospectus to be cleared by the SEC under the Securities Act and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Avalon Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Avalon Organizational Documents. Each of BCG and Avalon shall provide the other party with copies of any written comments, and shall inform such other parties of any oral comments, that such party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Avalon and BCG shall use reasonable best efforts to cause the Form S-4 to be declared effective Exchange Act as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated herebySEC. (iiiiv) Avalon Trebia shall file the Proxy Statement on Schedule 14A / Prospectus in accordance with the rules and regulations of the Securities Act and the Exchange Act. BCG shall file the Prospectus T▇▇▇▇▇, ▇▇ Holdco and any supplement thereto pursuant to Rule 424. Avalon, and BCG Protected shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b12.01(a)), and (ii) cause the Proxy Statement/Statement / Prospectus to be disseminated to the Avalon Stockholders Trebia Shareholders in compliance with applicable Law.

Proxy Statement/Prospectus. (i) As promptly as practicable following the execution and delivery of this AgreementAgreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 8.04(a) (other than the audited financial statements for the year ended December 31, Avalon2020) and (ii) February 16, BCG 2021), FTAC, Tempo, the Tempo Blockers and the Company shall use reasonable best efforts to prepare, and the Company shall file confidentially submit with the SEC, the Form S-4 in connection with the registration under the Securities Act of the Company Common Shares, Series A Preferred Stock and Company Warrants to be issued under this Agreement (including, for the avoidance of doubt, (1) all shares of Company Class A Common Stock, (2) all shares of Company Class A Common Stock issuable upon conversion of any shares of Company Class B Common Stock, shares of Company Class Z Common Stock, New Tempo Class B-1 Units or New Tempo Class B-2 Units and (3) all shares of Company Class A Common Stock issuable upon the exchange of any New Tempo Class A Units) and the effect of the Transactions on the Avalon Warrants (and Company Common Shares underlying the Avalon FTAC Warrants), which Form S-4 will contain (i) a consent solicitation statement in connection with the solicitation of the Tempo Blocker Written Consents and the Tempo Written Consent and (ii) also contain the Proxy Statement/Prospectus Consent Solicitation Statement/Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing the Avalon Stockholders FTAC’s stockholders with the opportunity to redeem shares of Avalon FTAC Class A Common Stock (effective upon the consummation of the Transactions) by tendering delivering an election to redeem in respect of such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “Avalon FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of Avalon FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of the Avalon Organizational DocumentsFTAC Charter attached as Exhibit C hereto; (3) the approval of each issuance of Company Common Stock, and securities convertible into or exchangeable for Class A common stock, FTAC Common Stock, shares of Class C Common Stock of FTAC or the FTAC Surviving Corporation or New Tempo Class C Units solely to the extent such issuance requires a separate vote under SEC or NYSE rules (including approval of the issuance of Company Common Stock pursuant to the PIPE Subscription Agreements and Additional Cannae Subscription Agreement, each issuance of Company Common Stock under each Permitted Equity Financing Subscription Agreement and approval of each other issuance that is subject to the SEC’s or the NYSE’s related party transaction rules) (the proposals contemplated by clauses (1) through (3), collectively, the “Required FTAC Stockholder Approvals”); (4) the approval of each provision of the Company Charter that reasonably requires a separate vote under SEC or NYSE rules; (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); (4) to the extent required, the issuance of securities pursuant to the PIPE Investment and the Asset PIPE Financing; (5) the pre-approval of the Company’s ordinary course equity issuances in connection with financing the liquidity of alternative assets following consummation of the Mergers; and (6) any other proposals that the Parties agree are reasonably necessary or desirable to consummate the Transactions (clauses (1) through (6), collectively, the “Avalon FTAC Stockholder Matters”). Without the prior written consent of BCGTempo, the Avalon FTAC Stockholder Matters shall be the only matters (other than procedural matters) which A▇▇▇▇▇ FTAC shall propose to be acted on by the Avalon Stockholders FTAC’s stockholders at the Special Meeting, as adjourned or postponed. Each of Avalon FTAC and BCG the Company shall use its reasonable best efforts to cause the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. Each Subject to Section 10.01(f), each of AvalonFTAC and the Company, on Tempo and the one hand, and BCG, on the other hand, Tempo Blockers shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. Promptly after the Form S-4 is declared effective under the Securities Act, Avalon Tempo, FTAC, the Tempo Blockers and BCG the Company shall use reasonable best efforts to cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be mailed to stockholders of FTAC and to the Avalon Stockholdersequityholders of Tempo and the Tempo Blockers. (ii) Each of Avalon FTAC, Tempo, and BCG 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 to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus and any amendment to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus filed in response thereto. If Avalon FTAC, Tempo, the Tempo Blockers or BCG the Company becomes aware that any information contained in the Form S-4 and or the Proxy Statement/Consent Solicitation Statement/Prospectus shall have become false or misleading in any material respect or that the Form S-4 and or the Proxy Statement/Consent Solicitation Statement/Prospectus is required to be amended in order to comply with applicable Law, then (x) such party shall promptly inform the other parties and (y) Avalon FTAC and BCG the Company, on the one hand, and Tempo, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus. Avalon FTAC and BCG the Company shall use reasonable best efforts to cause the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Avalon FTAC Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Avalon FTAC Organizational Documents. Each of BCG the Company and Avalon FTAC shall provide the other party parties, including Tempo, with copies of any written comments, and shall inform such other parties parties, including Tempo, of any oral comments, that such party receives from the SEC or its staff with respect to the Form S-4 and the Proxy Statement/Consent Solicitation Statement/Prospectus promptly after the receipt of such comments and shall give the other parties parties, including Tempo, a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Avalon FTAC, the Company, Tempo and BCG the Tempo Blockers shall use reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after it is filed with the SEC and to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated hereby. (iii) Avalon FTAC shall file the Proxy Statement Statement/Consent Solicitation Statement/Prospectus on Schedule 14A in accordance with the rules and regulations of the Exchange Act. BCG The Company shall file the Proxy Statement/Consent Solicitation Statement/Prospectus and any supplement thereto pursuant to Rule 424. Avalon, FTAC and BCG the Company shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 9.03(b10.03(b)), and (ii) cause the Proxy Statement/Consent Solicitation Statement/Prospectus to be disseminated to the Avalon Stockholders FTAC’s stockholders in compliance with applicable LawLaw and (iii) consult and mutually agree with Tempo with respect to the foregoing. FTAC shall obtain the written consent of the holders of the FTAC Class B Common Stock to the adoption and approval of the FTAC Charter as promptly as practicable after the Proxy Statement/Consent Solicitation Statement/Prospectus is disseminated to FTAC’s stockholders and in any event prior to the Closing.