Common use of Subsequent Merger Clause in Contracts

Subsequent Merger. In the event that following the consummation of the Initial Merger this Agreement shall have been terminated in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g)), then immediately prior to such termination: (i) Merger Sub 1 shall merge with and into PubCo, with PubCo continuing as the surviving company (the “Subsequent Survivor”) in such merger (the “Subsequent Merger”), and such actions shall occur automatically without the need for action by any party hereto; (ii) the memorandum and articles of association of the Subsequent Survivor shall be amended and restated in its entirety to read in the form of the SPAC Charter; (iii) (x) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class A Ordinary Share shall be converted into the right to receive a Class A ordinary share of the Subsequent Survivor and (y) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger consistent with the foregoing. On or prior to the date of this Agreement, the board of directors and the sole shareholder of PubCo, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any of the matters covered by this Section 2.2(f).

Subsequent Merger. In the event that (a) Immediately following the consummation of Effective Time and in accordance with the Initial Merger this Agreement shall have been terminated FBCA, Parent will cause the Surviving Corporation to merge with and into Sister Subsidiary in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g)), then immediately prior to such termination: (i) Merger Sub 1 607.1101 of the FBCA and the separate corporate existence of the Surviving Corporation shall merge with and into PubCo, with PubCo continuing as the surviving company (the “Subsequent Survivor”) in such merger thereupon cease (the “Subsequent Merger”). Sister Subsidiary shall be the surviving corporation in the Merger, and such actions shall occur automatically without succeed to and assume all the need for action by any party hereto; rights and obligations of the Surviving Corporation in accordance with Section 607.1106 of the FBCA. (iib) At the memorandum and articles of association effective time of the Subsequent Survivor shall be amended Merger and restated in its entirety to read in without any further action on the form part of the SPAC Charter; (iii) (x) Surviving Corporation, Parent, Sister Subsidiary or any holder of any capital stock of the Surviving Corporation, Parent or Sister Subsidiary, each PubCo Class A Ordinary Share that share of common stock, par value $1.00 per share, of the Surviving Corporation issued and outstanding immediately prior to the Initial effective time of the Subsequent Merger Effective Time represented shall continue as one share of common stock, par value $1.00 per share, of Sister Subsidiary, which shall constitute the only outstanding shares of capital stock of Sister Subsidiary. (c) After the Subsequent Merger, references herein to the Surviving Corporation shall refer to Sister Subsidiary. (d) This Agreement is intended to constitute a SPAC Class A Ordinary Share shall “plan of reorganization” with respect to the Merger and Subsequent Merger, taken together, for United States federal income tax purposes pursuant to which, for such purposes, the Merger and the Subsequent Merger, taken together, are to be treated as a “reorganization” under Section 368(a) of the Code (to which each of Parent, Sister Subsidiary and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Sister Subsidiary with the Company Common Stock converted in such merger into the right to receive a Class A ordinary share of the Subsequent Survivor and (y) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable consideration provided for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger consistent with the foregoing. On or prior to the date of this Agreement, the board of directors and the sole shareholder of PubCo, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any of the matters covered by this Section 2.2(f)hereunder.

Subsequent Merger. In (a) Provided that the event that following the consummation opinions described in paragraph (c) below of the Initial Merger this Agreement shall have been terminated in accordance with Section 10.1 (other than Section 10.1(d) 1.08 are received on or Section 10.1(g)), then immediately prior to such termination: (i) Merger Sub 1 shall the Closing Date, immediately after the Effective Time Parent and US Corp. will cause the Surviving Corporation to merge with and into PubCo, with PubCo continuing as the surviving company (the “Subsequent Survivor”) in such merger Merger LLC (the “Subsequent Merger”), and such actions shall occur automatically without the need for action by any party hereto; (ii) the memorandum and articles of association separate corporate existence of the Subsequent Survivor Surviving Corporation shall thereupon cease, Merger LLC shall continue as the surviving entity (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be amended deemed the rights and restated in its entirety to read in the form obligations of the SPAC Charter; Surviving Company in accordance with the applicable provisions of the Limited Liability Company Act of the State of Delaware (iiithe “LLC Act”). The Subsequent Merger shall have the effects set forth in Section 18-209(g) of the LLC Act. (xb) each PubCo Class A Ordinary Share Provided that immediately the opinions described in paragraph (c) below of this Section 1.08 are received on or prior to the Initial Closing Date, the parties hereto intend that this Agreement will constitute a “plan of reorganization” with respect to the Merger Effective Time represented and Subsequent Merger for United States federal income tax purposes pursuant to which, for such purposes, the Merger and the Subsequent Merger, taken together, are to be treated as a SPAC Class A Ordinary Share shall “reorganization” under Section 368(a) of the Internal Revenue Code of 1986 (the “Code”) (to which each of Parent, US Corp. and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into US Corp., with the Company Common Stock converted in such merger into the right to receive the Merger Consideration provided for hereunder in a Class A ordinary share conversion to which Section 367(a)(1) of the Subsequent Survivor and Code does not apply. (yc) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger consistent with the foregoing. On If, on or prior to the date of this AgreementClosing Date, the board of directors and the sole shareholder of PubCo, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that (i) the Company shall have no obligationreceived the opinion of Milbank, liability or responsibility with respect Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to any the Company, dated as of the matters covered Closing Date, to the effect that the Merger and the Subsequent Merger, taken together, should be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code, that each of Parent, US Corp. and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code, and that, assuming the correctness of the foregoing conclusions, a conversion of Company Common Stock into the Merger Consideration provided for hereunder will be an exchange governed by Section 354 and Section 356 of the Code to which Section 367(a)(1) of the Code does not apply (the “Intended Tax Treatment”), and (ii) Parent shall have received the opinion of Sidley Austin LLP, special counsel to Parent, dated as of the Closing Date, to the effect that none of the Company, the Surviving Corporation, US Corp., Parent or Merger LLC will recognize income or gain for U.S. federal income tax purposes as a result of the Subsequent Merger, then the Subsequent Merger shall occur in accordance with Section 1.08(a) and each of the parties hereto shall, and shall cause its Affiliates to, treat the Merger, Subsequent Merger and the conversion of Company Common Stock into the Merger Consideration provided hereunder for all Tax purposes consistent with the Intended Tax Treatment. The opinions of counsel referred to above may be based on customary assumptions and representations, including representations of the Company and Parent. Each of the Company and Parent shall request its respective counsel to render an opinion to the effect described above. In the event that either party’s counsel is unable to render an opinion to the effect described above, such counsel shall (at the request of the other party) provide a written explanation of the substantive reason or reasons causing such counsel to be unable to do so. To the extent that either of such opinions is not received in accordance with the foregoing provisions of this Section 2.2(f1.08(c), then the Subsequent Merger shall not occur and each of the parties hereto shall, and shall cause its respective Affiliates to, treat the Merger for U.S. federal income tax purposes as a taxable acquisition of the Company Common Stock by US Corp. in exchange for the Merger Consideration.

Subsequent Merger. In (a) If there is a Conversion Event, (i) Parent, Merger Sub, Sister Subsidiary and the event that Company shall, promptly after the Conversion Date, amend this Agreement to include representations, warranties and covenants of Sister Subsidiary which are substantially equivalent to the representations, warranties and covenants of Merger Sub and such other changes to this Agreement as may be reasonably necessary to effect the Merger following the consummation of Conversion Event and the Initial Subsequent Merger this Agreement shall have been terminated discussed below and (ii) immediately following the Effective Time and in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g))the DGCL, then immediately prior Parent shall cause the Surviving Company to such termination: (i) Merger Sub 1 shall merge with and into PubCo, with PubCo continuing as Sister Subsidiary and the surviving company (separate corporate existence of the “Subsequent Survivor”) in such merger Surviving Company shall thereupon cease (the “Subsequent Merger”)) and Sister Subsidiary, and such actions as the surviving corporation in the Subsequent Merger, shall occur automatically without the need for action by any party hereto; (ii) the memorandum and articles of association virtue of the Subsequent Survivor shall be amended and restated in Merger continue its entirety to read in existence under the form laws of the SPAC Charter; (iii) (x) State of Delaware. At the effective time of the Subsequent Merger and without any further action on the part of the Surviving Company, Parent, Sister Subsidiary or any holder of any capital stock of the Surviving Company, Parent or Sister Subsidiary, each PubCo Class A Ordinary Share that share of common stock, par value $0.0001 per share, of the Surviving Company issued and outstanding immediately prior to the Initial effective time of the Subsequent Merger Effective Time represented a SPAC Class A Ordinary Share shall be converted into one share of common stock, par value $0.0001 per share, of Sister Subsidiary. (b) In the event of the Subsequent Merger, references herein to the “Surviving Company” shall refer after the effective time of the Subsequent Merger, to Sister Subsidiary. (c) If there is a Conversion Event, this Agreement is intended to constitute a “plan of reorganization” with respect to the Merger and Subsequent Merger, taken together, for United States federal income tax purposes pursuant to which, for such purposes, the Merger and the Subsequent Merger, taken together, are to be treated as a “reorganization” under Section 368(a) of the Code (to which each of Parent, Sister Subsidiary and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Sister Subsidiary with the Company Common Stock converted in such merger into the right to receive a Class A ordinary share of the Subsequent Survivor and (y) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable consideration provided for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger consistent with the foregoing. On or prior to the date of this Agreement, the board of directors and the sole shareholder of PubCo, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any of the matters covered by this Section 2.2(f)hereunder.

Subsequent Merger. In (a) Immediately after the event that following Effective Time, Parent will cause the consummation of the Initial Merger this Agreement shall have been terminated in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g)), then immediately prior Surviving Corporation to such termination: (i) Merger Sub 1 shall merge with and into PubCoa newly created limited liability company which is a direct, wholly owned Subsidiary of Parent (the "Sister Subsidiary") and the separate corporate existence of the Surviving Corporation shall thereupon cease (the "Subsequent Merger"). The Subsequent Merger shall become effective upon the filing of a certificate of merger (the "Subsequent Certificate of Merger"), executed in accordance with the relevant provisions of the Delaware Limited Liability Company Act, with PubCo continuing the Secretary of State of the State of Delaware or such later time as may be specified in the Subsequent Certificate of Merger; provided, however, that, in any event, the Subsequent Merger shall be effective immediately after the Effective Time (it being understood that in all events the Subsequent Merger shall be effective not later than the end of the same day as the Merger). (b) At the effective time of the Subsequent Merger, each issued and outstanding share of common stock, $0.01 par value, of the Surviving Corporation shall be converted into one validly issued membership interest in the surviving company entity in the Subsequent Merger. (c) At the “effective time of the Subsequent Survivor”Merger, each issued and outstanding membership interest of the Sister Subsidiary shall be canceled and no consideration shall be delivered in exchange therefor. (d) The Merger and Subsequent Merger, taken together, are intended to be treated for federal income tax purposes as a "reorganization" under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock, together with the associated Rights, converted in such merger (the “Subsequent Merger”), and such actions shall occur automatically without the need for action by any party hereto; (ii) the memorandum and articles of association of the Subsequent Survivor shall be amended and restated in its entirety to read in the form of the SPAC Charter; (iii) (x) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class A Ordinary Share shall be converted into the right to receive a Class A ordinary share the consideration provided for hereunder. (e) Each of the Subsequent Survivor parties hereto shall, and (y) each PubCo Class A Ordinary Share that immediately prior to shall cause its Affiliates to, treat the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger for all Tax (as hereinafter defined) purposes consistent with the foregoingSection 1.16(d). On or prior to the date For purposes of this Agreement, the board of directors and the sole shareholder of PubCo"Affiliate" means, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any of the matters covered Person, any other Person which directly or indirectly controls, is controlled by this Section 2.2(f)or is under common control with such Person.

Subsequent Merger. In (a) Immediately after the event that following Effective Time, Parent will cause the consummation of the Initial Merger this Agreement shall have been terminated in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g)), then immediately prior Surviving Corporation to such termination: (i) Merger Sub 1 shall merge with and into PubCoa newly created limited liability company which is a direct, with PubCo continuing as the surviving company wholly owned Subsidiary of Parent (the “Subsequent SurvivorSister Subsidiary”) in such merger and the separate corporate existence of the Surviving Corporation shall thereupon cease (the “Subsequent Merger”) if, prior to the Effective Time: (i) the Company shall have received the opinion of Pillsbury Winthrop LLP, special counsel to the Company, dated as of the Closing Date, to the effect that the Merger and the Subsequent Merger, taken together, will be treated for U.S. federal income tax purposes as a Table of Contents reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), and such actions shall occur automatically without that each of Parent and the need for action by any Company will be a party hereto; to that reorganization within the meaning of Section 368(b) of the Code and (ii) Parent shall have received the memorandum opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to Parent, dated as of the Closing Date, to the effect that the Merger and articles the Subsequent Merger, taken together, will be treated for U.S. federal income tax purposes as a reorganization within the meaning of association Section 368(a) of the Code, and that each of Parent and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code. The parties agree to make such reasonable representations as may be requested by Pillsbury Winthrop LLP and/or Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP for the purpose of rendering such opinions, and in rendering such opinions such counsel may rely on such representations. In the absence of a change in circumstances, if the Subsequent Merger will occur, Parent and Sub currently expect to be able to make representations substantially to the effect of the representations in Exhibit A (the “Parent Tax Certificate”) (other than the representation set forth in paragraph 2 thereof) and the Company currently expects to be able to make representations substantially to the effect of the representations in Exhibit B (the “Company Tax Certificate”) (other than the representation set forth in paragraph 3 thereof). Each of the Company and Parent shall request its respective counsel to render opinions prior to the Effective Time to the effect described above. In the event either party’s counsel is unable to render opinions prior to the Effective Time to the effect described above, such counsel shall (at the request of the other party) provide prior to the Effective Time a written explanation of the substantive reason or reasons causing such counsel to be unable to do so. To the extent either the Company does not receive prior to the Effective Time the opinion described in clause (i) of the first sentence of this Section 1.16(a) or Parent does not receive prior to the Effective Time the opinion described in clause (ii) of the first sentence of this Section 1.16(a), then Parent shall have no obligation to cause the Subsequent Merger to be consummated. If consummated, the Subsequent Merger shall become effective upon the filing of a certificate of merger (the “Subsequent Certificate of Merger”), executed in accordance with the relevant provisions of the Delaware Limited Liability Company Act, with the Secretary of State of the State of Delaware or such later time as may be specified in the Subsequent Certificate of Merger; provided, however, that, if consummated, the Subsequent Merger shall be effective immediately after the Effective Time (it being understood that in all events the Subsequent Merger, if consummated, shall be effective not later than the end of the same day as the Merger). (b) At the effective time of the Subsequent Survivor shall be amended Merger, each issued and restated in its entirety to read in the form outstanding share of common stock, $0.01 par value, of the SPAC Charter; (iii) (x) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class A Ordinary Share Surviving Corporation shall be converted into one validly issued membership interest in the surviving entity in the Subsequent Merger. (c) At the effective time of the Subsequent Merger, each issued and outstanding membership interest of the Sister Subsidiary shall be canceled and no consideration shall be delivered in exchange therefor. (d) If the Subsequent Merger is consummated, the Merger and the Subsequent Merger, taken together, are intended to be treated for federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock, together with the associated Rights, converted in such merger into the right to receive a Class A ordinary share of the Subsequent Survivor and consideration provided for hereunder. (ye) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of If the Subsequent Merger is consummated, each of the parties hereto shall, and shall cause its Affiliates to, treat the Merger and Subsequent Merger for all Tax (as hereinafter defined) purposes consistent with the foregoingSection 1.16(d). On or prior to the date For purposes of this Agreement, the board of directors and the sole shareholder of PubCo“Affiliate” means, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. Table of the matters covered by this Section 2.2(f).Contents

Subsequent Merger. In (a) Immediately after the event that following Effective Time, Parent will cause the consummation of the Initial Merger this Agreement shall have been terminated in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g)), then immediately prior Surviving Corporation to such termination: (i) Merger Sub 1 shall merge with and into PubCoa newly created limited liability company which is a direct, with PubCo continuing as the surviving company wholly owned Subsidiary of Parent (the “Subsequent SurvivorSister Subsidiary”) in such merger and the separate corporate existence of the Surviving Corporation shall thereupon cease (the “Subsequent Merger”). The Subsequent Merger shall become effective upon the filing of a certificate of merger (the “Subsequent Certificate of Merger”), and executed in accordance with the relevant provisions of the Delaware Limited Liability Company Act, with the Secretary of State of the State of Delaware or such actions later time as may be specified in the Subsequent Certificate of Merger; provided, however, that, in any event, the Subsequent Merger shall occur automatically without be effective immediately after the need for action by any party hereto; Effective Time (iiit being understood that in all events the Subsequent Merger shall be effective not later than the end of the same day as the Merger). (b) At the memorandum and articles of association effective time of the Subsequent Survivor shall be amended Merger, each issued and restated in its entirety to read in the form outstanding share of common stock, $0.01 par value, of the SPAC Charter; (iii) (x) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class A Ordinary Share Surviving Corporation shall be converted into one validly issued membership interest in the surviving entity in the Subsequent Merger. (c) At the effective time of the Subsequent Merger, each issued and outstanding membership interest of the Sister Subsidiary shall be canceled and no consideration shall be delivered in exchange therefor. (d) The Merger and Subsequent Merger, taken together, are intended to be treated for federal income tax purposes as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Parent, with the Company Common Stock, together with the associated Rights, converted in such merger into the right to receive a Class A ordinary share the consideration provided for hereunder. (e) Each of the Subsequent Survivor parties hereto shall, and (y) each PubCo Class A Ordinary Share that immediately prior to shall cause its Affiliates to, treat the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger for all Tax (as hereinafter defined) purposes consistent with the foregoingSection 1.16(d). On or prior to the date For purposes of this Agreement, the board of directors and the sole shareholder of PubCo“Affiliate” means, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any of the matters covered Person, any other Person which directly or indirectly controls, is controlled by this Section 2.2(f)or is under common control with such Person.

Subsequent Merger. In the event that (a) Immediately following the consummation of the Initial Merger this Agreement shall have been terminated Effective Time and in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g))the CCC and the DGCL, then immediately prior Parent will cause the Surviving Corporation to such termination: (i) Merger Sub 1 shall merge with and into PubCo, with PubCo continuing as Sister Subsidiary and the surviving company (separate corporate existence of the “Subsequent Survivor”) in such merger Surviving Corporation shall thereupon cease (the “Subsequent Merger”). Sister Subsidiary shall be the surviving corporation in the Subsequent Merger, and such actions shall occur automatically without succeed to and assume all the need for action by any party hereto; rights and obligations of the Surviving Corporation in accordance with Section 1107 of the CCC. (iib) At the memorandum and articles of association effective time of the Subsequent Survivor shall be amended Merger and restated in its entirety to read in without any further action on the form part of the SPAC Charter; (iii) (x) Surviving Corporation, Parent, Sister Subsidiary or any holder of any capital stock of the Surviving Corporation, Parent or Sister Subsidiary, each PubCo Class A Ordinary Share that share of Common Stock of the Surviving Corporation issued and outstanding immediately prior to the Initial effective time of the Subsequent Merger Effective Time represented shall continue as one share of common stock, par value $.0001 per share, of Sister Subsidiary, which shall constitute the only outstanding shares of capital stock of Sister Subsidiary. (c) After the Subsequent Merger, references herein to the Surviving Corporation shall refer to Sister Subsidiary. (d) This Agreement is intended to constitute a SPAC Class A Ordinary Share shall “plan of reorganization” with respect to the Merger and Subsequent Merger, taken together, for United States federal income tax purposes pursuant to which, for such purposes, the Merger and the Subsequent Merger, taken together, are to be treated as a “reorganization” under Section 368(a) of the Code (to which each of Parent, Sister Subsidiary and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Sister Subsidiary with the Common Stock converted in such merger into the right to receive a Class A ordinary share of the Subsequent Survivor and (y) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable consideration provided for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger consistent with the foregoing. On or prior to the date of this Agreement, the board of directors and the sole shareholder of PubCo, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any of the matters covered by this Section 2.2(f)hereunder.

Subsequent Merger. In (a) If there is a Conversion Event, (i) Parent, Merger Sub, Sister Subsidiary and the event that Company shall, promptly after the Conversion Date, amend this Agreement to include representations, warranties and covenants of Sister Subsidiary which are substantially equivalent to the representations, warranties and covenants of Merger Sub and such other changes to this Agreement as may be reasonably necessary to effect the Merger following the consummation of Conversion Event and the Initial Subsequent Merger this Agreement shall have been terminated discussed below and (ii) immediately following the Effective Time and in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g))the DGCL, then immediately prior Parent shall cause the Surviving Company to such termination: (i) Merger Sub 1 shall merge with and into PubCoSister Subsidiary and the separate corporate existence of the Surviving Company shall thereupon cease (the "Subsequent Merger") and Sister Subsidiary, with PubCo continuing as the surviving company (corporation in the “Subsequent Survivor”) in such merger (the “Subsequent Merger”), and such actions shall occur automatically without the need for action by any party hereto; (ii) the memorandum and articles of association virtue of the Subsequent Survivor shall be amended and restated in Merger continue its entirety to read in existence under the form laws of the SPAC Charter; (iii) (x) State of Delaware. At the effective time of the Subsequent Merger and without any further action on the part of the Surviving Company, Parent, Sister Subsidiary or any holder of any capital stock of the Surviving Company, Parent or Sister Subsidiary, each PubCo Class A Ordinary Share that share of common stock, par value $0.0001 per share, of the Surviving Company issued and outstanding immediately prior to the Initial effective time of the Subsequent Merger Effective Time represented a SPAC Class A Ordinary Share shall be converted into one share of common stock, par value $0.0001 per share, of Sister Subsidiary. (b) In the event of the Subsequent Merger, references herein to the "Surviving Company" shall refer after the effective time of the Subsequent Merger, to Sister Subsidiary. (c) If there is a Conversion Event, this Agreement is intended to constitute a "plan of reorganization" with respect to the Merger and Subsequent Merger, taken together, for United States federal income tax purposes pursuant to which, for such purposes, the Merger and the Subsequent Merger, taken together, are to be treated as a "reorganization" under Section 368(a) of the Code (to which each of Parent, Sister Subsidiary and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Sister Subsidiary with the Company Common Stock converted in such merger into the right to receive a Class A ordinary share of the Subsequent Survivor and (y) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable consideration provided for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger consistent with the foregoing. On or prior to the date of this Agreement, the board of directors and the sole shareholder of PubCo, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any of the matters covered by this Section 2.2(f)hereunder.

Subsequent Merger. In (a) Immediately after the event that following Effective Time, Parent and Holdco will cause the consummation of the Initial Merger this Agreement shall have been terminated in accordance with Section 10.1 (other than Section 10.1(d) or Section 10.1(g)), then immediately prior Surviving Corporation to such termination: (i) Merger Sub 1 shall merge with and into PubCoa newly organized direct, with PubCo continuing wholly owned limited liability company subsidiary of Holdco ("Subco") and the separate corporate existence of the Surviving Corporation shall thereupon cease (the "Subsequent Merger"). Parent and Holdco will have the right to revise the structure of the Subsequent Merger; provided that any such revision does not, in the reasonable judgment of A-1 the Company or its counsel, (i) increase to any extent the risk that the Merger and Subsequent Merger, taken together, will not be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code") or that a conversion of Shares into the Consideration provided for hereunder (other than solely for the Per Share Cash Consideration) will not be an exchange governed by Section 354 (and if applicable Section 356) of the Code to which Section 367(a)(1) of the Code does not apply or (ii) otherwise adversely affect the Company stockholders. (b) At the effective time of the Subsequent Merger, (i) Holdco's membership interest in Subco will be converted into $100 fixed value membership interest of the surviving company of the Subsequent Merger; and (ii) Parent's share of fixed value preferred stock of the entity that survives the Merger will be exchanged for stock of Holdco having a fair market value of $100. (c) With respect to any time following the Subsequent Merger, references herein to the Surviving Corporation shall refer to Subco as the surviving company in the Subsequent Merger. (d) If the “opinions described in paragraph (e) below are received, the parties hereto intend that this Agreement will constitute a "plan of reorganization" with respect to the Merger and Subsequent Survivor”Merger for United States federal income tax purposes pursuant to which, for such purposes, the Merger and the Subsequent Merger are to be treated as a "reorganization" under Section 368(a) of the Code (to which each of Parent, Holdco and the Company are to be parties under Section 368(b) of the Code) in which the Company is to be treated as merging directly with and into Holdco, with the Shares converted in such merger (the “Subsequent Merger”), and such actions shall occur automatically without the need for action by any party hereto; (ii) the memorandum and articles of association of the Subsequent Survivor shall be amended and restated in its entirety to read in the form of the SPAC Charter; (iii) (x) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a SPAC Class A Ordinary Share shall be converted into the right to receive the Consideration provided for hereunder in a Class A ordinary share conversion to which Section 367(a)(1) of the Subsequent Survivor and Code does not apply. (ye) each PubCo Class A Ordinary Share that immediately If, prior to the Initial Merger Effective Time represented a SPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of the Subsequent Survivor; (iv) the directors of the Subsequent Survivor shall be the persons who were directors of SPAC immediately prior to the Initial Merger Effective Time; : (vi) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Time) was exercisable for the right to receive a SPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of the Subsequent Survivor; and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger consistent with the foregoing. On or prior to the date of this Agreement, the board of directors and the sole shareholder of PubCo, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligationreceived the opinion of Sidley Austin Brown & Wood, liability or responsibility with respect special counsel to any the Company, dated as of the matters covered C▇▇▇▇▇▇ ▇▇▇▇, to ▇▇▇ effect that the Merger and the Subsequent Merger, taken together, will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, that each of Parent, Holdco and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code, and that a conversion of Shares into the Consideration provided for hereunder (other than solely for the Per Share Cash Consideration) will be an exchange governed by this Section 2.2(f)354 (and if applicable Section 356) of the Code to which Section 367(a)(1) of the Code does not apply and (ii) Parent shall have received the opinion of Sullivan & Cromwell LLP, special counsel to Parent, dated as of the Cl▇▇▇▇▇ ▇▇te, ▇▇ ▇▇▇ effect that the Merger and the Subsequent Merger, taken together, will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, that each of Parent, Holdco and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code, and that a conversion of Shares into the Consideration provided for hereunder (other than solely for the Per Share Cash Consideration) will be an exchange governed by Section 354 (and if applicable Section 356) of the Code to which Section 367(a)(1) of the Code does not apply, then each of the parties hereto shall, and shall cause its Affiliates to, treat the Merger, Subsequent Merger and the conversion of Shares into the Consideration provided hereunder for all Tax purposes consistent with such opinion. The opinions of counsel referred to above may be based on customary assumptions and representations, including representations of the Company and Parent. Each of the Company and Parent shall request its respective counsel to render opinions to the effect described above. In the event that either party's counsel is unable to render opinions to the effect described above, such counsel shall (at the request of the other party) provide a written explanation of the substantive reason or reasons causing such counsel to be unable to do so. To the extent that either of such opinions is not received as set forth above, then each of the parties hereto shall, and shall cause its Affiliates to, treat the Merger (as to those holders of shares generally subject to U.S. federal income tax) as a taxable acquisition of the Shares by Parent in exchange for the consideration provided for hereunder.